See Full Document Text
Prospectus
Dated: August 05, 2025
100% Book Built Issue
(Please scan this QR code to view this Prospectus) Please read Section 26 and 32 of the Companies Act, 2013
FLYSBS AVIATION LIMITED
(FORMERLY KNOWN AS FLYSBS AVIATION PRIVATE LIMITED)
CORPORATE IDENTIFICATION NUMBER: U62200TN2020PLC136959
REGISTERED OFFICE CONTACT PERSON TELEPHONE AND EMAIL WEBSITE
Plot no. 16 (NP), 3rd Floor, Indiqube Palmyra, SIDCO Industrial N Saptharishi Tel No: +91-44 2260 4444 www.sbsaviation.in
Estate, Ekkatuthangal, Guindy Industrial Estate, Chennai, Company Secretary and Email Id: corporate@sbsaviation.in
Chennai City Corporation, Tamil Nadu – 600032, India. Compliance Officer
PROMOTERS OF OUR COMPANY: AMBASHANKAR, CAPT. DEEPAK PARASURAMAN, KANNAN RAMAKRISHNAN, BASTIMAL KISHANRAJ
AND SHRESHTHA BUSINESS SOLUTIONS LLP
DETAILS OF THE ISSUE
TYPE FRESH ISSUE SIZE OFFER FOR SALE TOTAL ISSUE SIZE ELIGIBILITY
(₹ IN LAKHS) SIZE
(₹ IN LAKHS)
Fresh Issue Up to 45,57,000 Equity Shares NIL Up to 45,57,000 Equity The Issue was being made pursuant to Regulation 229(2) and
of face value of ₹10/- each Shares of face value of 253(1) of Chapter IX of Securities and Exchange Board of India
aggregating to ₹10,253.25 ₹10/- each aggregating to ₹ (Issue of Capital and Disclosure Requirements) Regulations, 2018
lakhs. 10,253.25 lakhs. as amended (“SEBI ICDR Regulations”).
DETAILS OF ISSUE FOR SALE, SELLING SHAREHOLDERS AND THEIR AVERAGE COST OF ACQUISITION – NOT APPLICABLE AS THE
ENTIRE ISSUE CONSTITUTES FRESH ISSUE OF EQUITY SHARES
RISK IN RELATION TO THE FIRST ISSUE
This being the first Public Issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ₹10/- each.
The Floor Price, the Cap Price and the Issue Price (determined by our Company in consultation with the Book Running Lead Manager on the basis of the assessment of
market demand for our Equity Shares by way of the Book Building Process as stated under chapter titled “Basis for Issue Price” on page 117 of this Prospectus), should
not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading
in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk
of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision,
investors must rely on their own examination of the issuer and the Issue including the risks involved. The securities have not been recommended or approved by the
Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this Prospectus. Specific attention of investors is invited to the
section titled ‘Risk factors’ on page 30 of this Prospectus
ISSUER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and
the Issue, which is material in the context of the Issue, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in
any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus as
a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect.
LISTING
The Equity Shares issued through the Red Herring Prospectus and this Prospectus are proposed to be listed on the EMERGE Platform of National Stock Exchange of India
Limited (“NSE EMERGE”) in terms of the Chapter IX of the SEBI ICDR Regulations as amended from time to time. For this Issue, the Designated Stock Exchange is
National Stock Exchange of India Limited (“NSE”).
BOOK RUNNING LEAD MANAGER TO THE ISSUE
NAME AND LOGO CONTACT PERSON EMAIL AND TELEPHONE
E-mail: investors@vivro.net
Aradhy Rajyaguru/Hardik Vanpariya
Telephone: +91-22 6666 8040
Vivro Financial Services Private Limited
REGISTRAR TO THE ISSUE
NAME AND LOGO CONTACT PERSON EMAIL AND TELEPHONE
MUFG Intime
Email Id: flysbsaviation.ipo@in.mpms.mufg.com
Shanti Gopalkrishnan
MUFG Intime India Private Limited Telephone: +91-81 0811 4949
(formerly Link intime India Private Limited)
BID/ISSUE PERIOD
ANCHOR BID/ISSUE OPENED/CLOSED ON: BID/ISSUE OPENED ON: BID/ISSUE CLOSED ON:
THURSDAY, JULY 31, 2025 FRIDAY, AUGUST 01, 2025 TUESDAY, AUGUST 05, 2025Prospectus
Dated: August 05, 2025
100% Book Built Issue
(Please scan this QR code to view this Prospectus) Please read Section 26 and 32 of the Companies Act, 2013
FLYSBS AVIATION LIMITED
(FORMERLY KNOWN AS FLYSBS AVIATION PRIVATE LIMITED)
CORPORATE IDENTIFICATION NUMBER: U62200TN2020PLC136959
Our Company was originally incorporated as “FlySBS Aviation Private Limited” a private limited company under the Companies Act, 2013 and received a certificate of incorporation from
the Registrar of Companies, Central Registration Centre dated August 07, 2020. Subsequently, the name of our Company was changed from “FlySBS Aviation Private Limited” to “FlySBS
Aviation Limited”, consequent to conversion of our Company from private limited company to public limited company, pursuant to special resolution passed by the shareholders of our
Company in the Extra-ordinary General Meeting held on August 31, 2024 and a fresh certificate of incorporation consequent to change of name was issued by the Registrar of Companies,
Central Registration Centre dated October 29, 2024. The corporate identification number of our company is U62200TN2020PLC136959. For change in registered office and other details
please, see “History and Certain Corporate Matters” on page 173 of this Prospectus.
Registered Office: Plot no. 16 (NP), 3rd Floor, Indiqube Palmyra, SIDCO Industrial Estate, Ekkatuthangal,
Guindy Industrial Estate, Chennai, Chennai City Corporation, Tamil Nadu – 600032, India.
Website: www.sbsaviation.in; E-Mail: corporate@sbsaviation.in; Telephone No: +91-44 2260 4444
Company Secretary and Compliance Officer: N Saptharishi
PROMOTERS OF OUR COMPANY: AMBASHANKAR, CAPT. DEEPAK PARASURAMAN, KANNAN RAMAKRISHNAN, BASTIMAL KISHANRAJ AND SHRESHTHA BUSINESS SOLUTIONS LLP
THE ISSUE
INITIAL PUBLIC ISSUE OF UPTO 45,57,000 EQUITY SHARES OF FACE VALUE OF ₹10/- EACH OF FLYSBS AVIATION LIMITED (FORMERLY KNOWN AS FLYSBS AVIATION PRIVATE LIMITED) (“FLYSBS” OR THE
“COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF ₹ 225/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ₹ 215/- PER EQUITY SHARE (THE “ISSUE PRICE”) AGGREGATING TO ₹ 10,253.25
LAKHS (“THE ISSUE”), OF WHICH 2,29,800 EQUITY SHARES OF FACE VALUE OF ₹10/- EACH FOR CASH AT A PRICE OF ₹ 225/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ₹ 215/- PER EQUITY
SHARE AGGREGATING TO ₹ 517.05 LAKHS WAS RESERVED FOR SUBSCRIPTION BY MARKET MAKER TO THE ISSUE (THE “MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS THE MARKET
MAKER RESERVATION PORTION I.E. NET ISSUE OF 43,27,200 EQUITY SHARES OF FACE VALUE OF ₹10/- EACH AT A PRICE OF ₹ 225/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ₹ 215/- PER
EQUITY SHARE AGGREGATING TO ₹ 9,736.20 LAKHS IS HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 26.34% AND 25.01%, RESPECTIVELY, OF THE
POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.
THE PRICE BAND AND THE MINIMUM BID LOT HAVE BEEN DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER ADVERTISED IN ALL EDITION OF FINANCIAL
EXPRESS (A WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER) AND ALL EDITION OF JANSATTA CIRCULATED HINDI NATIONAL DAILY NEWSPAPER AND TAMIL EDITION OF MAKKALKURAL
(A WIDELY CIRCULATED TAMIL DAILY NEWSPAPER, TAMIL BEING THE REGIONAL LANGUAGE OF TAMIL NADU, WHERE OUR REGISTERED OFFICE IS LOCATED). AT LEAST TWO WORKING DAYS PRIOR
TO THE ISSUE OPENING DATE AND WAS MADE AVAILABLE TO NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”) FOR THE PURPOSE OF UPLOADING ON THEIR WEBSITE. FOR FURTHER DETAILS,
KINDLY REFER TO CHAPTER TITLED “TERMS OF THE ISSUE” ON PAGE 268 OF THIS PROSPECTUS.
THE FACE VALUE OF THE EQUITY SHARES IS ₹10/- EACH AND THE ISSUE PRICE IS 22.5 TIMES OF THE FACE VALUE
This Issue was made through the Book Building Process, in terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) read with Regulation 253 of the SEBI ICDR Regulations, wherein not more than 50
% of the Net Issue was available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”, the “QIB Portion”), provided that our Company, in consultation with the Book Running Lead Manager, may allocate up to 60% of the
QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (“Anchor Investor Portion”), of which one-third was reserved for domestic Mutual Funds, subject to valid Bids being received from domestic
Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares was added to the Net QIB Portion. Further, 5% of the Net QIB Portion
was available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the Net QIB Portion was available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or
above the Issue Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB Portion for
proportionate allocation to QIBs. Further, not less than 15% of the Net Issue was available for allocation on a proportionate basis to Non-Institutional Investors wherein (a) one third of the portion available to Non-Institutional Investors was reserved
for Applicants with Application size of more than two lots and up to such lots equivalent to not more than ₹10 lakhs; (b) two third of the portion available to Non-Institutional Investors was reserved for Applicants with Application size of more than
₹10 lakhs; and (c) any unsubscribed portion in either of the sub-categories specified in clauses (a) or (b), may be allocated to Applicants in the other sub-category of Non-Institutional Investors; and not less than 35% of the Net Issue was available
for allocation to Individual Investors, who applies for minimum application size in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. All potential Bidders (except Anchor Investors) are
required to mandatorily utilize the Application Supported by Blocked Amount (“ASBA”) process providing details of their respective ASBA accounts, in which the corresponding Bid Amounts will be blocked by the SCSBs or by the Sponsor Bank
under the UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. Anchor Investors are not permitted to participate in the Issue through the ASBA process. For details, see “Issue Procedure” on page 283 of this Prospectus.
ELIGIBLE INVESTORS
All potential investors participated in the Issue through ASBA process including through UPI mode (as applicable) by providing details about the bank account which was blocked by the Self-Certified Syndicate Banks (“SCSBs”) for the same. For
details in this regard, please refer to chapter titled “Issue Procedure” on page 283 of this Prospectus.
RISK IN RELATION TO THE FIRST ISSUE
This being the first Public Issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ₹10/- each. The Floor Price, the Cap Price and the Issue Price (determined by our
Company in consultation with the Book Running Lead Manager on the basis of the assessment of market demand for our Equity Shares by way of the Book Building Process as stated under chapter titled “Basis for Issue Price” on page 117 of this
Prospectus), should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the
Equity Shares will be traded after listing.
GENERAL RISK
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully
before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the issuer and the Issue including the risks involved. The securities have not been recommended or approved by
the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this this Prospectus. Specific attention of investors was invited to the section titled “Risk factors” on page 30 of this Prospectus.
ISSUER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information
contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes
this Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect.
LISTING
The Equity Shares issued through the Red Herring and this Prospectus are proposed to be listed on the EMERGE Platform of National Stock Exchange of India Limited (“NSE EMERGE”) in terms of the Chapter IX of the SEBI ICDR Regulations
as amended from time to time. Our Company has received ‘in-principle’ approval from NSE for the listing of Equity Shares pursuant to the letter dated July 11, 2025. For this Issue, the Designated Stock Exchange is National Stock Exchange of
India Limited (“NSE”). A copy of this Prospectus shall be filed with the Registrar of Companies, Chennai in accordance under Section 26(4) and Section 32 of the Companies Act. For details of the material contracts and documents available for
inspection from the date of the Red Herring Prospectus up to the Bid/Issue Closing Date, see “Material Contracts and Documents for Inspection” on page 348 of this Prospectus.
BOOK RUNNING LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE
MUFG Intime
Vivro Financial Services Private Limited MUFG Intime India Private Limited
607/608, Marathon Icon, Opp. Peninsula Corporate Park, Off. Ganpatrao Kadam Marg, Veer Santaji Lane, Lower (formerly Link intime India Private Limited)
Parel, Mumbai – 400 013, Maharashtra, India. C-101, 247 Park, L B S Marg, Vikhroli (West), Mumbai 400083, Maharashtra, India
Telephone: +91-22 6666 8040 Telephone Number: +91 810 811 4949
E-mail Id: investors@vivro.net Website: www.in.mpms.mufg.com
Investor Grievance Id: investors@vivro.net E-mail: flysbsaviation.ipo@in.mpms.mufg.com
Website: www.vivro.net Investor Grievance Email: flysbsaviation.ipo@in.mpms.mufg.com
Contact Person: Aradhy Rajyaguru/Hardik Vanpariya Contact Person: Shanti Gopalkrishnan
SEBI Registration No.: INM000010122 SEBI Registration No.: INR000004058
CIN: U67120GJ1996PTC029182 CIN: U67190MH1999PTC118368
BID/ISSUE PERIOD
ANCHOR BID/ISSUE OPENED/CLOSED: THURSDAY, JULY 31, 2025 BID/ISSUE OPENED ON: FRIDAY, AUGUST 01, 2025 BID/ISSUE CLOSED ON: TUESDAY, AUGUST 05, 2025TABLE OF CONTENTS
SECTION I - GENERAL ................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS ........................................................................................................... 1
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION .................................................................................................................. 17
FORWARD-LOOKING STATEMENTS .......................................................................................................... 20
SUMMARY OF THE ISSUE DOCUMENT ..................................................................................................... 22
SECTION II – RISK FACTORS .................................................................................................................... 30
SECTION III – INTRODUCTION ................................................................................................................. 61
THE ISSUE ........................................................................................................................................................ 61
SUMMARY OF FINANCIAL INFORMATION .............................................................................................. 63
SECTION IV- GENERAL INFORMATION ................................................................................................ 67
SECTION V - CAPITAL STRUCTURE ........................................................................................................ 81
SECTION VI - PARTICULARS OF THE ISSUE ...................................................................................... 105
OBJECTS OF THE ISSUE .............................................................................................................................. 105
BASIS FOR ISSUE PRICE .............................................................................................................................. 117
STATEMENT OF POSSIBLE TAX BENEFITS ............................................................................................ 126
SECTION VII - ABOUT THE ISSUER COMPANY ................................................................................. 129
INDUSTRY OVERVIEW ................................................................................................................................ 129
OUR BUSINESS .............................................................................................................................................. 152
KEY INDUSTRIAL REGULATIONS AND POLICIES ................................................................................ 167
HISTORY AND CERTAIN CORPORATE MATTERS ................................................................................. 173
OUR MANAGEMENT .................................................................................................................................... 177
OUR PROMOTERS AND PROMOTER GROUP .......................................................................................... 191
OUR GROUP COMPANY .............................................................................................................................. 198
DIVIDEND POLICY ....................................................................................................................................... 201
SECTION VIII - FINANCIAL INFORMATION ....................................................................................... 202
RESTATED FINANCIAL INFORMATION................................................................................................... 202
CAPITALISATION STATEMENT ................................................................................................................. 224
OTHER FINANCIAL INFORMATION .......................................................................................................... 225
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATIONS ................................................................................................................................................. 226
FINANCIAL INDEBTEDNESS ...................................................................................................................... 239
SECTION IX – LEGAL AND OTHER INFORMATION ......................................................................... 229
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ...................................................... 244
GOVERNMENT AND OTHER STATUTORY APPROVALS ...................................................................... 249
OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................... 255
SECTION X - ISSUE RELATED INFORMATION ................................................................................... 268
TERMS OF THE ISSUE .................................................................................................................................. 268
ISSUE STRUCTURE ....................................................................................................................................... 277
ISSUE PROCEDURE ...................................................................................................................................... 283
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ................................................ 322
SECTION XI - DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF
ASSOCIATION .............................................................................................................................................. 324
SECTION XII - OTHER INFORMATION ................................................................................................. 348
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ......................................................... 348
DECLARATION .............................................................................................................................................. 350
`SECTION I - GENERAL
DEFINITIONS AND ABBREVIATIONS
This Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or
implies, shall have the meaning as provided below. References to any legislation, act, regulation, rule, guideline,
policy, circular, notification or clarification shall be to such legislation, act, regulation, rule, guideline, policy,
circular, notification or clarification as amended and any reference to a statutory provision shall include any
subordinate legislation made from time to time under that provision. Further, the Issue related terms used but not
defined in this Prospectus shall have the meaning ascribed to such terms under the General Information
Document. In case of any inconsistency between the definitions given below and the definitions contained in the
General Information Document (as defined below), the definitions given below shall prevail.
Unless the context otherwise indicates, all references to the Company or our Company or Issuer, are references
to FlySBS Aviation Limited (Formerly Known as FlySBS Aviation Private Limited), a company incorporated
under the Companies Act, 2013, and having its Registered Office at Plot no. 16 (NP), 3rd Floor, Indiqube Palmyra,
SIDCO Industrial Estate, Ekkatuthangal, Guindy Industrial Estate, Chennai, Chennai City Corporation-600032,
Tamil Nadu, India. Furthermore, unless the context otherwise indicates, all references to the terms, “we”, “us”
and “our” refer to our Company, as applicable.
The words and expressions used in this Prospectus but not defined herein, shall have, to the extent applicable, the
meanings ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the SCRA, the
Depositories Act or the respective rules and regulations made thereunder.
Notwithstanding the foregoing, terms in Statement of Possible Special Tax Benefits, Industry Overview, Key
Regulations and Policies, Restated Financial Information, Other Financial Information, Outstanding Litigation
and Material Developments and Main Provisions of Articles of Association, on pages 126, 129, 167, 202, 225,
244, 348 and 324 of this Prospectus, respectively, will have the meaning ascribed to such terms in those respective
sections.
General Terms
Term Description
FlySBS Aviation Unless the context otherwise indicates or implies, FlySBS Aviation Limited
Limited/ FlySBS/ The (Formerly Known as FlySBS Aviation Private Limited), a company incorporated in
Company/ Our India under the Companies Act, 2013, having its registered office at Plot no. 16 (NP),
Company/ The Issuer 3rd Floor, Indiqube Palmyra, SIDCO Industrial Estate, Ekkatuthangal, Guindy
Industrial Estate, Chennai, Chennai City Corporation-600032, Tamil Nadu, India.
we / us / our Unless the context otherwise indicates or implies, refers to our Company
you / your / yours Prospective investors in this Issue
Company and Promoter related terms
Term Description
AoA/ Articles of The articles of association of our Company, as amended
Association / Articles
Audit Committee The audit committee of our Board, constituted in accordance with the Section 177 of
the Companies Act, 2013 and the SEBI LODR, 2015 and as described in “Our
Management – Committees of our Board” on page 185 of this Prospectus.
Auditors/ Statutory The statutory auditors of our Company, currently being, A. John Moris & Co.,
Auditors / Peer Review Chartered Accountants
Auditor
Board/ Board of Board of directors of our Company, as described in “Our Management” on page 177
Directors of this Prospectus.
Central Registration It’s an initiative of the Ministry of Corporate Affairs (MCA) in Government Process
Centre (CRC) Re-engineering (GPR) with the specific objective of providing speedy incorporation
1Term Description
related services in line with global best practices. For more details, please refer
http://www.mca.gov.in/MinistryV2/central+registration+centre+content+page.html
Companies Act The Companies Act, 2013
Chief Financial Chief Financial Officer of our Company, being Sanjay S. For further details see,
Officer/ CFO “Our Management – Details of Key Managerial Personnel and Senior Management
Personnel” on page 189 of this Prospectus.
Company Secretary Company Secretary and Compliance Officer of our Company, being N Saptharishi.
and Compliance For further details see, “Our Management – Details of Key Managerial Personnel
Officer and Senior Management Personnel” on page 189.
Corporate Promoter The corporate promoter of our Company, namely Shreshtha Business Solutions LLP.
For details, see “Our Promoters and Promoter Group” on page 191.
CSR Committee/ Corporate social responsibility committee of our Board, constituted in accordance
Corporate Social with the applicable provisions of the Companies Act, 2013, and as described in “Our
Responsibility Management – Committees of our Board” on page 185.
Committee
Director(s) Directors on our Board as described in “Our Management” on page 177.
Equity Shares The equity shares of our Company of face value of ₹ 10 each.
Group Companies The companies as disclosed in “Our Group Companies” on page 198.
Independent Directors Independent directors on our Board, and who are eligible to be appointed as
independent directors under the provisions of the Companies Act and the SEBI
LODR Regulations. For details of the Independent Directors, please see “Our
Management” on page 177.
KMP/ Key Managerial Key managerial personnel of our Company in accordance with Regulation 2(1) (bb)
Personnel of the SEBI ICDR Regulations and Section 2(51) of the Companies Act, 2013 as
applicable and as further disclosed in “Our Management” on page 177.
Managing Director Managing Director of the Company, being Capt. Deepak Parasuraman.
Materiality Policy The policy adopted by our Board in its meeting held December 04, 2024, for
identification of material: (a) outstanding litigation proceedings; (b) creditors; (c)
group companies; and (d) material Group Companies pursuant to the requirements
of the SEBI ICDR Regulations and for the purposes of disclosure in the Draft Red
Herring Prospectus, the Red Herring Prospectus and this Prospectus.
MoA/ Memorandum of The memorandum of association of our Company, as amended from time to time
Association
Nomination and Nomination and remuneration committee of our Board, constituted in accordance
Remuneration with the applicable provisions of the Companies Act, 2013 and the SEBI Listing
Committee Regulations, and as described in “Our Management – Committees of our Board” on
page 185.
Non- Executive The Non-Executive Directors of our Company. For further details, refer “Our
Director(s) Management” on page 176.
Promoters The Promoters of our Company, being Ambashankar, Capt. Deepak Parasuraman,
Kannan Ramakrishnan, Shreshtha Business Solutions LLP and Bastimal Kishanraj.
For further details, please see “Our Promoters and Promoter Group” on 191.
Promoter Group Such individuals and entities which constituting the promoter group of our Company,
pursuant to Regulation 2(1)(pp) of the SEBI ICDR Regulations and as disclosed in
“Our Promoters and Promoter Group” on 191.
Registered Office The registered office of our Company, located at Plot no. 16 (NP), 3rd Floor, Indiqube
Palmyra, SIDCO Industrial Estate, Ekkatuthangal, Guindy Industrial Estate,
Chennai, Chennai City Corporation-600032, Tamil Nadu, India.
Restated Financial The restated financial statement of our Company comprises of the restated financial
Statements/ Restated Statements of our Company, which comprise of the restated summary statement of
Financial Information assets and liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, the
restated summary statements of profit and loss, the restated summary statement of
cash flows and the restated statement for the financial years ended as at and for the
Financial Years ended on March 31, 2025, March 31, 2024 and March 31, 2023, read
together with summary statement of significant accounting policies, annexures and
notes thereto prepared in accordance with Accounting Standards and restated by
2Term Description
Company in accordance with the requirements of Section 26 of Part I of Chapter III
of the Companies Act, 2013, SEBI ICDR Regulations and the Guidance Note on
Reports in Company Prospectuses (Revised 2019) issued by the Institute of
Chartered Accountants of India, each as amended.
RoC/ Registrar of The Registrar of Companies, Chennai, Tamil Nadu
Companies
Shareholder(s) Shareholders of our Company, from time to time
Stakeholders Stakeholders’ relationship committee of our Board, constituted in accordance with
Relationship the applicable provisions of the Companies Act, 2013 and the SEBI LODR
Committee Regulations, and as described in “Our Management – Committees of our Board” on
page 185.
Whole-time Director Whole-time Director (WTD) and Chief Executive Officer (CEO) of the Company,
and Chief Executive being Ambashankar.
Officer
Conventional and General Terms and Abbreviations
Term Description
₹/ Rs./ Rupees/ INR Indian Rupees.
AGM Annual General Meeting of Shareholders under the Companies Act, 2013
AIF(s) Alternative Investment Funds as defined in and registered with SEBI under
the SEBI AIF Regulations.
AS/ Accounting Standards Accounting Standards issued by the Institute of Chartered Accountants of
India, as notified from time to time
Banking Regulation Act Banking Regulation Act, 1949.
BSE BSE Limited
BTI Regulations The Securities and Exchange Board of India (Bankers to an Issue)
Regulations, 1994
CAGR Compounded Annual Growth Rate.
Category I AIF AIFs registered as Category I alternative investment funds under the SEBI
AIF Regulations.
Category II AIF AIFs registered as Category II alternative investment funds under the SEBI
AIF Regulations.
Category III AIF AIFs registered as Category III alternative investment funds under the SEBI
AIF Regulations.
CARO Company Auditor’s Report Order, 2020
Category I FPIs FPIs registered as Category I foreign portfolio investors under the SEBI FPI
Regulations.
Category II FPIs FPIs registered as Category II foreign portfolio investors under the SEBI FPI
Regulations.
CDSL Central Depository Services (India) Limited.
CGST Central Goods and Services Tax
CIN Corporate Identification Number.
CLRA Contract Labour (Regulation and Abolition) Act, 1970.
Companies Act, 1956 The erstwhile Companies Act, 1956 read with the rules, regulations,
clarifications and modifications thereunder.
Companies Act/ Companies Companies Act, 2013 read with rules, regulations, clarifications and
Act, 2013 modifications thereunder.
Competition Act The Competition Act, 2002.
Competition Amendment Act The Competition (Amendment) Act, 2023
Consolidated FDI Policy The Consolidated FDI Policy, effective from October 15, 2020, issued by the
DPIIT, and any modifications thereto or substitutions thereof, issued from
time to time.
Consumer Protection Act The Consumer Protection Act, 2019.
Contract Act The Indian Contract Act, 1872
3Term Description
CrPC Code of Criminal Procedure, 1973
CSR Corporate Social Responsibility
CST Central Sales Tax.
Depositories Act Depositories Act, 1996, read with the rules, regulations, clarifications and
modifications thereunder.
Depository A depository registered with the SEBI under the Securities and Exchange
Board of India (Depositories and Participants) Regulations, 1996.
DGCA Directorate General of Civil Aviation, Government of India
DGFT Director General of Foreign Trade, Ministry of Commerce
DIN Director Identification Number
DP/ Depository Participant A depository participant as defined under the Depositories Act.
DPIIT Department for Promotion of Industry and Internal Trade, Ministry of
Commerce and Industry (formerly Department of Industrial Policy and
Promotion), Government of India.
EGM Extra-Ordinary General Meeting
EPS Earnings per share calculated in accordance with Accounting Standard 20
(AS-20) – Earnings Per Share.
EU European Union.
FCNR Foreign Currency Non-Resident.
FDI Foreign direct investment.
FDI Policy / FDI Circular Consolidated Foreign Direct Investment Policy notified by the Department
for Promotion of Industry and Internal Trade (DPIIT) by way of circular
bearing number DPIIT file number 5(2)/2020-FDI Policy dated October 15,
2020 effective from October 15, 2020
FEMA Foreign Exchange Management Act, 1999 read with rules and regulations
thereunder.
FEMA Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019.
FIR First Information Report
Financial Year/Fiscal/Fiscal The period of 12 months commencing on April 1 of the immediately
Year preceding calendar year and ending on March 31 of that particular calendar
year.
FPIs Foreign portfolio investor registered with SEBI pursuant to the SEBI FPI
Regulations.
FTA Foreign Trade (Development and Regulation) Act, 1992 and the rules
framed thereunder FVCI.
FVCI Foreign venture capital investors registered with SEBI pursuant to the SEBI
FVCI Regulations.
GDP Gross Domestic Product
GoI/Central Government The Government of India
GST The Goods and Services Tax
HUF(s) Hindu undivided family(ies)
ICAI Institute of Chartered Accountants of India
ICAI Guidance Note Guidance Note on Reports in Company Prospectuses (Revised 2019) issued
by the Institute of Chartered Accountants of India as updated from time to
time
IFRS International Financial Reporting Standards issued by the International
Accounting Standard Board
IGST Integrated Goods and Services Tax
Income Tax Act Income-tax Act, 1961, read with the rules framed thereunder.
Income Tax Rules The Income-tax Rules, 1962
Ind AS The Indian Accounting Standards notified under Section 133 of the
Companies Act read with Companies (Indian Accounting Standards) Rules,
2015 and other relevant provisions of the Companies Act.
India Republic of India
Indian GAAP Generally Accepted Accounting Principles in India notified under Section
4Term Description
133 of the Companies Act and read together with paragraph 7 of the
Companies (Accounts) Rules, 2014 and Companies (Accounting Standards)
Amendment Rules, 2016.
IPO Initial Public Offering
IST Indian Standard Time.
IT Act Information Technology Act, 2000.
KPI Key Performance Indicator.
KYC Know Your Customer.
Listing Agreement The equity listing agreement to be entered into by our Company with the
Stock Exchange
SEBI LODR Regulations The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015
MCA/ Ministry of Corporate The Ministry of Corporate Affairs, Government of India.
MEIS Merchant Export from India Scheme.
MHI The Ministry of Heavy Industries, Government of India.
MSME Micro, Small or a Medium Enterprise.
NACH National Automated Clearing House.
N.A. / NA Not Applicable
NCLT National Company Law Tribunal.
NEFT National Electronic Fund Transfer
NR Non-Resident
NRE Non-Resident External.
NRI Non-Resident Indian. A person resident outside India, who is a citizen of
India or a person of Indian origin and shall have the meaning ascribed to such
term in the Foreign Exchange Management (Deposit) Regulations, 2016 or
an ‘Overseas Citizen of India’ cardholder within the meaning of Section 7(A)
of the Citizenship Act, 1955
NRO Non-Resident Ordinary.
NSDL National Securities Depository Limited.
NSE National Stock Exchange of India Limited.
OCB/ Overseas Corporate A company, partnership, society or other corporate body owned directly or
Body indirectly to the extent of at least 60% by NRIs including overseas trusts, in
which not less than 60% of beneficial interest is irrevocably held by NRIs
directly or indirectly and which was in existence on October 3, 2003, and
immediately before such date had taken benefits under the general permission
granted to OCBs under FEMA. OCBs are not allowed to invest in the Issue.
P.A. Per Annum
P/E Price Earnings
P/E Ratio Price Earnings Ratio.
PAN Permanent Account Number.
Patents Act The Patents Act, 1970.
PIL Public Interest Litigation
PLI Production Linked Incentive.
RBI Reserve Bank of India.
Regulation S Regulation S under the U.S. Securities Act.
RoDTEP Remission of Duties and Taxes on Exported Products.
RTGS Real Time Gross Settlement.
Rule 144A Rule 144A under the U.S. Securities Act.
SCRA Securities Contracts (Regulation) Act, 1956.
SCRR Securities Contracts (Regulation) Rules, 1957.
SCORES SEBI complaints redress system.
SEBI Securities and Exchange Board of India, constituted under section 3 of the
SEBI Act.
SEBI Act Securities and Exchange Board of India Act, 1992.
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds)
5Term Description
Regulations, 2012.
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors)
Regulations, 2019
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investor)
Regulations, 2000.
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018
SEBI ICDR Master Circular SEBI master circular bearing reference number SEBI/HO/CFD/PoD-
1/P/CIR/2024/0154 dated November 11, 2024
SEBI Listing Regulations or Securities and Exchange Board of India (Listing Obligations and Disclosure
SEBI LODR Regulations Requirements) Regulations, 2015.
SEBI Merchant Bankers Securities and Exchange Board of India (Merchant Bankers) Regulations,
Regulations 1992
SEBI RTA Master Circular SEBI master circular bearing number SEBI/HO/MIRSD/POD-
1/P/CIR/2024/37 dated May 7, 2024.
SEBI Takeover Regulations/ Securities and Exchange Board of India (Substantial Acquisition of Shares
Takeover Regulations and Takeovers) Regulations, 2011.
SEBI Insider Trading The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations/ SEBI PIT Regulations, 2015 as amended, including instructions and clarifications
Regulations issued by SEBI from time to time
SEBI VCF Regulations The Securities and Exchange Board of India (Venture Capital Funds)
Regulations, 1996. (Now Repealed)
STT Securities Transaction Tax.
State Government The Government of a State in India
TAN Tax deduction account number.
Trademarks Act Trademarks Act, 1999.
U.S. GAAP Generally Accepted Accounting Principles in the United States of America.
U.S. QIBs Persons that are qualified institutional buyers, as defined in Rule 144A.
U.S. Securities Act U.S. Securities Act of 1933, as amended.
US$/USD/US Dollar United States Dollar.
USA/U.S./US United States of America.
VAT Value added tax.
VCF Venture capital funds as defined in and registered with the SEBI under the
Securities and Exchange Board of India (Venture Capital Fund) Regulations,
1996 (now repealed) or the SEBI AIF Regulations, as the case may be.
Water Act Water (Prevention and Control of Pollution) Act, 1974.
Issue Related Definitions
Term Description
Abridged Prospectus Abridged prospectus means a memorandum containing such salient features of a
prospectus as may be specified by the SEBI in this behalf.
Acknowledgement The slip or document issued by the relevant Designated Intermediary(ies) to the
Slip Bidder as proof of registration of the Bid cum Application Form
“Addendum” The addendum dated July 09, 2025 to the Draft Red Herring Prospectus dated April
19, 2025 filed by our Company with Stock Exchange.
Allot/ Allotment/ Unless the context otherwise requires, the allotment of the Equity Shares pursuant to
Allotted the Fresh Issue.
Allotment Advice The note or advice or intimation of Allotment sent to each successful Bidder who has
been or is to be Allotted the Equity Shares after approval of the Basis of Allotment
by the Designated Stock Exchange.
Allottee(s) A successful Bidder to whom the Equity Shares are Allotted.
Anchor Investor(s) A Qualified Institutional Buyer, applying under the Anchor Investor Portion in
accordance with the SEBI ICDR Regulations and the Red Herring Prospectus, and
who has Bid for an amount of at least ₹ 200.00 lakhs.
6Term Description
Anchor Investor The price i.e., ₹ 225 per equity share, at which Equity Shares were allocated to Anchor
Allocation Price Investors according to the terms of the Prospectus, which were decided by our
Company, in consultation with the BRLM.
Anchor Investor The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion,
Application Form and which was considered as an application for Allotment in terms of the Red Herring
Prospectus and this Prospectus.
Anchor Investor The date, one Working Day prior to the Bid/Issue Opening Date, on which Bids by
Bidding Date/ Anchor Anchor Investors was submitted, prior to and after which BRLM did not accept any
Investor Bid Period / Bids from Anchor Investors, and allocation to Anchor Investors was completed.
Anchor Investor Issue
Period
Anchor Investor Issue The final price at which the Equity Shares has been Allotted to Anchor Investors in
Price terms of the Red Herring Prospectus and this Prospectus, which price will be equal
to or higher than the Issue Price but not higher than the Cap Price. The Anchor
Investor Issue Price has been decided by our Company, in consultation with the
BRLM.
Anchor Investor Pay- With respect to Anchor Investor(s), it was the Anchor Investor Bidding Date, and in
in Date the event the Anchor Investor Allocation Price is lower than the Issue Price, not later
than two Working Days after the Bid/Issue Closing Date.
Anchor Investor Up to 60% of the QIB Portion which may be allocated by our Company, in
Portion consultation with the BRLM, to Anchor Investors and the basis of such allocation
will be on a discretionary basis by our Company, in consultation with the BRLM, in
accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor
Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being
received from domestic Mutual Funds at or above the Anchor Investor Allocation
Price.
ASBA/ Application An application, whether physical or electronic, used by ASBA Bidders, to make a
Supported by Blocked Bid and authorize an SCSB to block the Bid Amount in the relevant ASBA Account
Amount and will include applications made by UPI Bidders using the UPI Mechanism where
the Bid Amount was blocked upon acceptance of UPI Mandate Request by the UPI
Bidders using the UPI Mechanism.
ASBA Account A bank account maintained with an SCSB by an ASBA Bidder, as specified in the
ASBA Form submitted by ASBA Bidders for blocking the Bid Amount mentioned in
the relevant ASBA Form and includes the account of a UPI Bidder which was
blocked upon acceptance of a UPI Mandate Request made by the UPI Bidder using
the UPI Mechanism.
ASBA Bid A Bid made by an ASBA Bidder.
ASBA Bidders All Bidders except Anchor Investors.
ASBA Form An application form, whether physical or electronic, is used by ASBA Bidders to
submit Bids, which was considered as the application for Allotment in terms of the
Red Herring Prospectus and this Prospectus.
Banker(s) to the Issue Collectively, the Escrow Collection Bank(s), the Refund Bank(s), the Public Issue
Account Bank(s) and the Sponsor Bank(s), as the case may be.
Basis of Allotment Basis on which the Equity Shares will be Allotted to successful Bidders under the
Issue, is described in “Issue Procedure” on page 283.
Bid(s) An indication by an ASBA Bidder to make an Issue during the Bid/Issue Period
pursuant to submission of the ASBA Form, or on the Anchor Investor Bidding Date
by an Anchor Investor, pursuant to the submission of the Anchor Investor Application
Form, to subscribe to or purchase Equity Shares at a price within the Price Band,
including all revisions and modifications thereto, to the extent permissible under the
SEBI ICDR Regulations, in terms of this Prospectus and the Bid cum Application
Form. The term ‘Bidding’ shall be construed accordingly.
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form, and
payable by the Bidder or blocked in the ASBA Account of the ASBA Bidder, as the
case may be, upon submission of the Bid in the Issue, as applicable. In the case of
Individual Investors Bidding at the Cut off Price, the Cap Price is multiplied by the
7Term Description
number of Equity Shares Bid for by such Individual Investors and mentioned in the
Bid cum Application Form.
Bid cum Application The Anchor Investor Application Form or the ASBA Form, as the context requires.
Form
Bid Lot 6,00 Equity Shares of face value of ₹10/- each and in multiples of 6,00 Equity Shares
thereafter.
Bid/ Issue Closing Except in relation to any Bids received from the Anchor Investors, the date after
Date which the Designated Intermediaries did not accept any Bids, which was notified in
all editions of the Financial Express (a widely circulated English national daily
newspaper), all editions of Jansatta (a widely circulated Hindi national daily
newspaper) and Tamil editions of Makkalkural (a widely circulated Tamil daily
newspaper, Tamil being the regional language of Tamil Nadu, where our registered
office is located), and in case of any revision, the extended Bid/Issue Closing Date
shall also be widely disseminated by notification to the Stock Exchange by issuing a
public notice and also by indicating the change on the respective websites of the
BRLM and at the terminals of the Members of the Syndicate and by intimation to the
Designated Intermediaries and the Sponsor Bank(s), as required under the SEBI
ICDR Regulations.
Our Company, in consultation with the BRLM, may consider closing the Bid/ Issue
Period for QIBs one Working Day prior to the Bid/Issue Closing Date, in accordance
with the SEBI ICDR Regulations.
Bid/ Issue Opening Except in relation to any Bids received from the Anchor Investors, the date on which
Date the Designated Intermediaries shall start accepting Bids, which was notified in all
editions of the Financial Express (a widely circulated English national daily
newspaper), all editions of Jansatta (a widely circulated Hindi national daily
newspaper) and Tamil editions of Makkalkural (a widely circulated Tamil daily
newspaper, Tamil being the regional language of Tamil Nadu, where our registered
office is located), and in case of any revision, the extended Bid/Issue Opening Date
also be widely disseminated by notification to the Stock Exchanges by issuing a
public notice and also by indicating the change on the respective websites of the
BRLM and at the terminals of the Members of the Syndicate and by intimation to the
Designated Intermediaries and the Sponsor Bank(s), as required under the SEBI
ICDR Regulations.
Bid/Issue Period Except in relation to Anchor Investors, the period between the Bid/Issue Opening
Date and the Bid/Issue Closing Date, inclusive of both days, during which Bidders
(excluding Anchor Investors) can submit their Bids, including any revisions thereof
in accordance with the SEBI ICDR Regulations and the terms of the Red Herring
Prospectus. Provided that the Bidding was kept open for a minimum of three Working
Days for all categories of Bidders, other than Anchor Investors. Our Company, in
consultation with the BRLM, may consider closing the Bid/Issue Period for QIBs one
Working Day prior to the Bid/Issue Closing Date, in accordance with the SEBI ICDR
Regulations.
Bidder/ Applicant Any prospective investor who makes a Bid pursuant to the terms of the Red Herring
Prospectus and the Bid cum Application Form and unless otherwise stated or implied,
includes an ASBA Bidder and an Anchor Investor.
Bidding Centers Centers at which the Designated Intermediaries shall accept the Bid cum Application
Forms, i.e., Designated SCSB Branches for SCSBs, Specified Locations for Members
of the Syndicate, Broker Centers for Registered Brokers, Designated RTA Locations
for RTAs and Designated CDP Locations for CDPs.
Book Building Process Book building process, as provided in Part A of Schedule XIII of the SEBI ICDR
Regulations, in terms of which the Issue was being made.
Book Running Lead The book running lead manager to the Issue, being Vivro Financial Services Private
Manager/ BRLM Limited.
Broker Centers Broker centers are notified by the Stock Exchanges where ASBA Bidders can submit
the ASBA Forms to a Registered Broker. The details of such Broker Centers, along
8Term Description
with the names and contact details of the Registered Brokers are available on the
respective websites of the Stock Exchange at www.nseindia.com.
CAN/ Confirmation of Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who
Allocation Note have been allocated the Equity Shares, on or after the Anchor Investor Bidding Date.
Cap Price The higher end of the Price Band, being ₹ 225 per Equity Share, above which the
Issue Price and Anchor Investor Issue Price will not be finalized and above which no
Bids will be accepted. The Cap Price was 107.14 % of the Floor Price.
Cash Escrow and The agreement entered into amongst our Company, the Syndicate Members, the
Sponsor Bank Registrar to the Issue, the BRLM, and the Banker(s) to the Issue for, among other
Agreement things, collection of the Bid Amounts from the Anchor Investors, transfer of funds to
the Public Issue Account(s), and where applicable, remitting refunds, if any, to such
Bidders, on the terms and conditions thereof.
CDP(s)/ Collecting A depository participant as defined under the Depositories Act, 1996, registered with
Depository SEBI and who is eligible to procure Bids at the Designated CDP Locations in terms
Participant(s) of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, and
other applicable circulars issued by SEBI as per the lists available on the websites of
the Stock Exchange at www.nseindia.com, as updated from time to time.
Client ID Client identification number maintained with one of the Depositories in relation to
the demat account.
Collecting Registrar Registrar and share transfer agents registered with SEBI and eligible to procure Bids
and Share Transfer at the Designated RTA Locations in terms of SEBI circular no.
Agents CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, issued by SEBI as per
the lists available on the websites of the Stock Exchange at www.nseindia.com, as
updated from time to time.
Cut-Off Time For all pending UPI Mandate Requests, the Sponsor Bank(s) shall initiate requests
for blocking of funds in the ASBA Accounts of relevant Bidders with a confirmation
cut-off time of 5:00 pm on after the Bid/Issue Closing Date.
Demographic Details The details of the Bidders including the Bidder’s address, name of the Bidder’s
father/husband, investor status, occupation, bank account details and UPI ID, as
applicable.
Designated CDP Such locations of the CDPs where Bidders can submit the ASBA Forms. The details
Locations of such Designated CDP Locations, along with names and contact details of the
Collecting Depository Participants eligible to accept ASBA Forms are available on
the websites of the Stock Exchange at www.nseindia.com, as updated from time to
time.
Designated Date The date on which the funds from the Escrow Account are transferred to the Public
Issue Account(s) or the Refund Account, as appropriate, and the relevant amounts
blocked in the ASBA Accounts are transferred to the Public Issue Account(s) and/or
are unblocked, as applicable, in terms of the Red Herring Prospectus and this
Prospectus, after finalization of the Basis of Allotment in consultation with the
Designated Stock Exchange, following which the Equity Shares will be Allotted in
the Issue.
Designated In relation to ASBA Forms submitted by Individual Investors who applies for
Intermediary(ies) minimum application size (not using the UPI mechanism) by authorizing an SCSB to
block the Bid Amount in the ASBA Account, Designated Intermediaries shall mean
SCSBs.
In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount will be
blocked upon acceptance of UPI Mandate Request by such UPI Bidder using the UPI
Mechanism, Designated Intermediaries shall mean Syndicate, sub-Syndicate/agents,
Registered Brokers, CDPs, SCSBs and RTAs.
In relation to ASBA Forms submitted by QIBs (excluding Anchor Investor) and Non-
Institutional Bidders (not using the UPI mechanism), Designated Intermediaries shall
mean Syndicate, sub-Syndicate/agents, SCSBs, Registered Brokers, the CDPs and
RTAs
9Term Description
Designated RTA Such locations of the RTAs where ASBA Bidders can submit the ASBA Forms to
Locations RTAs. The details of such Designated RTA Locations, along with names and contact
details of the RTAs eligible to accept ASBA Forms are available on the respective
websites of the Stock Exchange www.nseindia.com, as updated from time to time.
Designated SCSB Such branches of the SCSBs which shall collect the ASBA Forms used by the
Branches Bidders, a list of which is available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes , updated
from time to time, or at such other website as may be prescribed by SEBI from time
to time.
Designated Stock National Stock Exchange of India Limited
Exchange
Draft Red Herring The draft red herring prospectus dated April 19, 2025 issued in accordance with the
Prospectus/ DRHP SEBI ICDR Regulations, which does not contain complete particulars of the price at
which the Equity Shares will be Allotted and the size of the Issue, including any
addenda or corrigenda thereto.
Eligible NRI(s) NRI(s) from jurisdictions outside India where it was not unlawful to make an Issue
or invitation under the Issue and in relation to whom the Bid Cum Application Form
and this Prospectus constituted an invitation to purchase the Equity Shares.
Escrow Account(s) Account(s) opened with the Escrow Collection Bank and in whose favor Anchor
Investors will transfer the money through direct credit/NEFT/RTGS/NACH in
respect of the Bid Amount while submitting a Bid.
Escrow Collection Bank which is a clearing member and registered with SEBI as a banker to an issue
Bank under the Securities and Exchange Board of India (Bankers to an Issue) Regulations,
1994, and with whom the Escrow Accounts in relation to the Issue for Bids by Anchor
Investors will be opened, in this case being ICICI Bank Limited.
First or sole Bidder The Bidder whose name was mentioned in the Bid cum Application Form or the
Revision Form and in case of joint Bids, whose name shall also appear as the first
holder of the beneficiary account held in joint names.
Floor Price The lower end of the Price Band, subject to any revision thereto, at or above which
the Issue Price and the Anchor Investor Issue Price will be finalized and below which
no Bids will be accepted.
Foreign Venture Foreign Venture Capital Investors registered with SEBI under the Securities and
Capital Investors Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000.
FPI / Foreign Portfolio A Foreign Portfolio Investor who has been registered under Securities and Exchange
Investor Board of India (Foreign Portfolio Investors) Regulations, 2014, provided that any FII
or QFI who holds a valid certificate of registration shall be deemed to be a foreign
portfolio investor till the expiry of the block of three years for which fees have been
paid as per the SEBI (Foreign Institutional Investors) Regulations, 1995, as amended.
“Fresh Issue” The issue of 45,57,000 Equity Shares of face value of ₹ 10/- each at ₹ 225 per Equity
Share (including a premium of ₹ 215 per Equity Share) aggregating to ₹10,253.25
lakhs by our Company.
Fraudulent Borrower Fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR
Regulations.
Fugitive Economic An individual who is declared a fugitive economic offender under section 12 of the
Offender Fugitive Economic Offenders Act, 2018.
General Information The General Information Document for investing in public Issues, prepared and
Document/GID issued in accordance with the circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37) dated
March 17, 2020, issued by SEBI and the UPI Circulars, as amended from time to
time. The General Information Document was made available on the websites of the
Stock Exchanges and the BRLM.
Issue Agreement The agreement dated April 19, 2025 between our Company and the BRLM, pursuant
to which certain arrangements are agreed to in relation to the Issue.
Issue document Includes the Draft Red Herring Prospectus, the Red Herring Prospectus and this
Prospectus to be filed with Registrar of Companies.
Individual Investor Individual investor who applies for two lots with minimum application size of above
₹ 2,00,000.
10Term Description
Individual Investor Portion of the Issue being not less than 35% of the Net Issue consisting of 15,15,600
Portions Equity Shares which was available for allocation to Individual Investors (subject to
valid Bids being received at or above the Issue Price), which shall not be less than the
minimum application size subject to availability in the Individual Investor Portion,
and the remaining Equity Shares to be Allotted on a proportionate basis.
Issue Price The final price at which Equity Shares will be Allotted to successful ASBA Bidders
in terms of this Prospectus which will be decided by our Company, in consultation
with the BRLM, on the Pricing Date, in accordance with the Book Building Process
and in terms of this Prospectus. Equity Shares will be Allotted to Anchor Investors at
the Anchor Investor Issue Price, which will be decided by our Company, in
consultation with the BRLM, on the Pricing Date, in accordance with the Book-
Building Process and in terms of this Prospectus.
Issue Proceeds Proceeds to be raised by our Company through this Fresh Issue, for further details
please refer chapter titled “Objects of the Issue” page 105 of this Prospectus.
Listing Agreement The equity listing agreement to be signed between our Company and the NSE.
Issue/ Public Issue/ The initial public issue of up to 45,57,000 Equity Shares of face value of ₹10/- each
Issue size/ Initial for cash at a price of ₹ 225 each, aggregating up to ₹ 10,253.25 lakhs. For further
Public Issue/ Initial information, see “The Issue” on page 61.
Public Offering/ IPO
Market Maker The Market Maker to the Issue, in this case being Giriraj Stock Broking Private
Limited.
Market Maker The reserved portion of 2,29,800 Equity Shares of ₹ 10 each at an Issue price of ₹
Reservation Portion 225 each aggregating to ₹ 517.05 Lakhs to be subscribed by Market Maker in this
Issue
Market Making The market making agreement dated July 24, 2025 between our Company, Book
Agreement Running Lead Manager and Market Maker.
Minimum Application The minimum application size was of two lots provided that the minimum application
Size value was above ₹ 2,00,000
Monitoring Agency CARE Ratings Limited
Monitoring Agency Agreement entered into between our Company and the Monitoring Agency prior to
Agreement filing of this Prospectus.
Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996.
Mutual Fund Portion The portion of the Issue being 5% of the Net QIB Portion consisting of 43,200 Equity
Shares of face value of ₹ 10/- each which shall be available for allocation to Mutual
Funds only on a proportionate basis, subject to valid Bids being received at or above
the Issue Price.
Net Issue The Issue excluding the Market Maker Reservation Portion of 43,27,200 Equity
Shares of Face Value of ₹10 each fully paid for cash at a price of ₹ 225 Equity Share
aggregating ₹ 9,736.20 Lakhs by our Company.
Net Proceeds Proceeds of the Issue less Issue expenses.
Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the
Anchor Investors.
Non-Institutional The portion of the Issue being not less than 15% of the Issue consisting of 6,49,800
Category/ Non- Equity Shares of face value of ₹ 10/- each, available for allocation to Non-
Institutional Portion Institutional Investors
Non-Institutional All Applicants, including FPIs which were individuals, corporate bodies and family
Investors/NIIs /Non- offices, that were not QIBs or Individual Investors and to whom allocation shall be
Institutional made in the following manner:
Bidders/NIBs
(a) one third of the portion available to non-institutional investors was reserved for
applicants with application size of more than two lots and up to such lots
equivalent to not more than ₹10 lakhs;
(b) two third of the portion available to non-institutional investors was reserved for
applicants with application size of more than ₹10 lakhs.
11Term Description
provided that the unsubscribed portion in either of such sub-categories in clauses (a)
or (b) shall be allocated to applicants in the other sub-category of Non-Institutional
Investors subject to valid Bids having been received at or above the Issue Price.
NPCI National Payments Corporation of India
NR/ Non-Resident Person resident outside India, as defined under FEMA and includes non-resident
Indians, FVCIs and FPIs.
Price Band The price band ranging from the Floor Price of ₹ 210 per Equity Share of face value
of ₹10/- each to the Cap Price of ₹ 225 per Equity Share of face value of ₹10/- each,
including any revisions thereto. The Price Band and minimum Bid Lot, as decided by
our Company, in consultation with the BRLM, was advertised in all editions of
Financial Express (a widely circulated English national daily newspaper), all editions
of Jansatta (a widely circulated Hindi national daily newspaper) and Tamil editions
of Makkalkural (a widely circulated Tamil daily newspaper, Tamil being the regional
language of Tamil Nadu, where our registered office is located), at least two Working
Days prior to the Bid/Issue Opening Date with the relevant financial ratios calculated
at the Floor Price and at the Cap Price, and was made available to the Stock Exchange
for the purpose of uploading on their respective websites.
Pricing Date The date on which our Company, in consultation with the BRLM, will finalize the
Issue Price.
Prospectus The prospectus to be filed with the RoC on or after the Pricing Date in accordance
with Section 26 of the Companies Act, and the SEBI ICDR Regulations containing,
inter alia, the Issue Price, the size of the Issue and certain other information, including
any addenda or corrigenda thereto.
Public Issue The bank account(s) opened with the Public Issue Account Bank(s) under Section
Account(s) 40(3) of the Companies Act, to receive monies from the Escrow Account and from
the ASBA Accounts on the Designated Date.
Public Issue Account Bank(s) which is a clearing member and registered with SEBI as a banker to an issue,
Bank(s) and with whom the Public Issue Account(s) will be opened.
QIB Bid/ Issue In the event our Company in consultation with BRLM, decide to close Bidding by
Closing Date QIBs one day prior to the Bid/ Issue Closing Date, the date one day prior to the Bid/
Issue Closing Date; otherwise it shall be the same as the Bid/Issue Closing Date
QIB Category/ QIB The portion of the Issue being not more than 50% of the Issue or 21,61,800 Equity
Portion Shares of face value of ₹ 10/- each, available for allocation to QIBs (including Anchor
Investors) on a proportionate basis (in which allocation to Anchor Investors was on a
discretionary basis, as determined by our Company, in consultation with the BRLM),
subject to valid Bids being received at or above the Issue Price.
QIBs/ Qualified A qualified institutional buyer as defined under Regulation 2(1)(ss) of the SEBI ICDR
Institutional Buyers Regulations.
Red Herring The red herring prospectus was issued in accordance with Section 32 of the
Prospectus/ RHP Companies Act, and the provisions of the SEBI ICDR Regulations, which do not have
complete particulars of the Issue Price and the size of the Issue, including any addenda
or corrigenda thereto. The Red Herring Prospectus has been filed with the ROC at
least three Working Days before the Bid/Issue Opening Date and will become the
Prospectus upon filing with the ROC after the Pricing Date.
Refund Account(s) The account opened with the Refund Bank(s), from which refunds, if any, of the
whole or part of the Bid Amount to Anchor Investors was made.
Refund Bank(s) The Banker to the Issue with whom the Refund Account(s) was opened, in this case
being ICICI Bank Limited.
Registered Brokers Stockbrokers registered with SEBI under the Securities and Exchange Board of India
(Stockbrokers) Regulations, 1992 and the stock exchanges having nationwide
terminals, other than the Members of the Syndicate and eligible to procure Bids in
terms of Circular No. CIR/CFD/14/2012 dated October 4, 2012, and other applicable
circulars issued by SEBI.
Registrar Agreement The agreement dated January 17, 2025 entered into between our Company and the
Registrar to the Issue, in relation to the responsibilities and obligations of the
12Term Description
Registrar to the Issue pertaining to the Issue.
Registrar to the Issue MUFG Intime India Private Limited.
/Registrar
Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid
Amount in any of their Bid cum Application Forms or any previous Revision Form(s),
as applicable. Individual Investors, QIB Bidders and Non-Institutional Investors are
not allowed to withdraw or lower their Bids (in terms of quantity of Equity Shares or
the Bid Amount) at any stage.
RTAs/ Registrar and The registrar and share transfer agents registered with SEBI and eligible to procure
Share Transfer Agents Bids at the Designated RTA Locations as per the list available on the website of NSE,
and the UPI Circulars.
Self-Certified The banks registered with SEBI, offering services in relation to ASBA (other than
Syndicate through UPI Mechanism), a list of which is available on the website of SEBI at
Bank(s)/SCSB(s) www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34
or
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35
or such other website as updated from time to time, and (ii) The banks registered with
SEBI, enabled for UPI Mechanism, a list of which is available on the website of SEBI
at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40
or such other website as updated from time to time. Applications through UPI in the
Issue can be made only through the SCSBs mobile applications (apps) whose name
appears on the SEBI website. A list of SCSBs and mobile applications, which, are
live for applying in public issues using UPI Mechanism is appearing in the list of
mobile applications for using UPI in Public Issues displayed on SEBI website at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43.
The said list shall be updated on SEBI website from time to time.
Specified Locations Bidding centers where the Syndicate shall accept ASBA Forms from Bidders, a list
of which was available on the website of SEBI (www.sebi.gov.in) and updated from
time to time.
Sponsor Bank(s) ICICI Bank Limited, being Banker(s) to the Issue, appointed by our Company to act
as a conduit between the Stock Exchanges and the NPCI in order to push the mandate
collect requests and/or payment instructions of UPI Bidders using the UPI
Mechanism and carry out other responsibilities, in terms of the UPI Circulars.
Stock Exchange National Stock Exchange of India Limited
Sub-Syndicate The sub-syndicate members, if any, appointed by the BRLM and the Syndicate
Members Members, to collect ASBA Forms and Revision Forms.
Syndicate Agreement The agreement entered into between our Company, the Registrar to the Issue, the
BRLM and the Syndicate Members in relation to the procurement of Bids by the
Syndicate
Syndicate Member(s) Vivro Financial Services Private Limited
Syndicate/Members of Together, the BRLM and the Syndicate Members.
the Syndicate
Underwriter Underwriter to this Issue namely Vivro Financial Services Private Limited.
Underwriting The agreement dated April 19, 2025 entered between the Underwriter and our
Agreement Company.
UPI Unified Payments Interface, which is an instant payment mechanism, developed by
the NPCI.
UPI Bidders Collectively, individual investors applying as Individual Investors in the Individual
Investors Portion, individuals applying as Non-Institutional Investors with a Bid
Amount of up to ₹ 5,00,000 in the Non-Institutional Portion, and Bidding under the
UPI Mechanism.
Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5,
2022, all individual investors applying in public issues where the application amount
is up to ₹ 5,00,000 shall use UPI and shall provide their UPI ID in the bid-cum-
13Term Description
application form submitted with: (i) a syndicate member, (ii) a stock broker registered
with a recognized stock exchange (whose name is mentioned on the website of the
stock exchange as eligible for such activity), (iii) a depository participant (whose
name is mentioned on the website of the stock exchange as eligible for such activity),
and (iv) a registrar to an issue and share transfer agent (whose name is mentioned on
the website of the stock exchange as eligible for such activity).
UPI Circulars SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1,
2018, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3,
2019, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28,
2019, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26,
2019, SEBI circular number SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November
8, 2019, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2020 dated March 30,
2020, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated
March 16, 2021, SEBI circular number SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated
March 31, 2021, SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated
June 2, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April
5, 2022, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20,
2022, SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 (to
the extent these circulars are not rescinded by the SEBI RTA Master Circular), SEBI
master circular with circular number SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated
June 21, 2023, SEBI circular number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated
August 9, 2023, SEBI RTA Master Circular (to the extent it pertains to UPI) and any
subsequent circulars or notifications issued by SEBI in this regard, along with the
circulars issued by the Stock Exchanges in this regard, including the circular issued
by the NSE having reference number 25/2022 dated August 3, 2022 and any
subsequent circulars or notifications issued by SEBI or Stock Exchanges in this
regard.
UPI ID ID created on UPI for single-window mobile payment system developed by the NPCI.
UPI Mandate Request A request (intimating the UPI Bidder by way of a notification on the UPI application,
by way of a SMS directing the UPI Bidder to such UPI application) to the UPI Bidder
initiated by the Sponsor Bank(s) to authorize blocking of funds on the UPI application
equivalent to Bid Amount and subsequent debit of funds in case of Allotment.
UPI Mechanism The bidding mechanism that shall be used by a UPI Bidder to make an ASBA Bid in
the Issue in accordance with the UPI Circulars.
UPI PIN Password to authenticate UPI transaction.
Wilful Defaulter Wilful defaulter as defined under Regulation 2(1) (lll) of the SEBI ICDR Regulations.
Working Day(s) In terms of Regulation 2(1)(mmm) of SEBI ICDR Regulations, working day means
all days on which commercial banks in Mumbai are open for business. Further, in
respect of Issue Period, working day means all days, excluding Saturdays, Sundays
and public holidays, on which commercial banks in Mumbai are open for business.
Furthermore, the time period between the Issue Closing Date and the listing of Equity
Shares on NSE, working day means all trading days of NSE, excluding Sundays and
bank holidays, as per circulars issued by SEBI
Industry and Business Related Terms
Term Description
AAI Airports Authority of India
ACARS Aircraft Communication and Reporting System
AERA Airports Economic Regulatory Authority of India
AERA Act Airports Economic Regulatory Authority of India Act, 2008
AERA Guidelines AERA (Terms and Conditions for Determination of Tariff) Guidelines, 2011
AERAAT Airports Economic Regulatory Authority Appellate Tribunal
AIC Aeronautical Information Circulars
Aircraft Act Aircraft Act, 1934
14Term Description
Aircraft Rules Aircraft Rules, 1937
AME Aircraft Maintenance Engineers
ANS Air Navigation Services
AOP Air Operator Permit
ASEAN Association of Southeast Asian Nations
ATAC Air Transport Advisory Circulars
ATC Air Traffic Control
ATF Aviation Turbine Fuel
BAOA Business Aircraft Operators Association
BCAS Bureau of Civil Aviation Security
BPCL Bharat Petroleum Corporation Limited
CAGR Compounded Annual Growth Rate
CAMO Continuing Airworthiness Management Organization
CAPA Center for Asia Pacific Aviation India Private Limited
Capt. Captain
CAR Civil Aviation Requirements
CareEdge CARE Advisory Research and Training Limited
CareEdge Report / Report dated November 26, 2024, titled “Research Report on Indian Private Jet
Industry Report Industry” prepared and issued by CARE Advisory Research and Training Limited
CEO Chief Executive Officer of our Company, namely, Ambashankar
CFO Chief Financial Officer of our Company, namely, Sanjay S
CO Carbon Dioxide
2
CSO Chief Safety Officer
CSR Corporate Social Responsibility
CY Calendar Year
DFO Director of Flight Operations
DGCA Directorate General of Civil Aviation
EBITDA Earnings Before Interest, Tax, Depreciation and Amortisation
EBITDAR Earnings Before Interest, Tax, Depreciation, Amortisation and aircraft/engine lease
rental
EPS Earnings per Share
ESI Employee State Insurance
FBO Fixed-Base Operators
FDI Foreign Direct Investment
FDTL Flight Duty Time Limit
FIA Federation of Indian Airlines
FICCI Federation of Indian Chambers of Commerce & Industry
FMCG Fast moving consumer goods
FY Financial Year
GDP Gross Domestic Product
GI Geographical Identification
GNDI Gross National Disposable Income
GPS Global Positioning Services
GST Goods and Service Tax
HNIs / HNWIs High Net Worth Individuals
HPCL Hindustan Petroleum Corporation Limited
IATA International Air Transport Association
IFSC International Financial Services Centre located at Gujarat International Finance Tec-
City, Gujarat
IFSCA International Financial Services Centre Authority
IIP Index of Industrial Production
IIT Indian Institute of Technology
IMF International Monetary Fund
IOCL Indian Oil Corporation Ltd.
15Term Description
IOSA IATA Operational Safety Audit
KPIs Key financial and operational Performance Indicators
LCC Low Cost Carrier
MoCA Ministry of Civil Aviation
MRO Maintenance, Repair and Overhaul
MSME Micro, Small and Medium Enterprises
NABH National Accreditation Board For Hospitals & Healthcare Providers
NAV Net Asset Value
NBAA National Business Aviation Association
NCR National Capital Region
NSOP Non-Scheduled Operator Permit
P/E Price to Earnings
PF Provident Fund
PFCE Private Final Consumption Expenditure
PPC Pay-per-click
RCS UDAN Regional Connectivity Scheme - Ude Desh ka Aam Nagrik
ROCE Return on Capital Employed
RoNW / RoE Return on Net Worth / Return on Equity
SEO Search Engine Optimisation
STT Securities Transaction Tax
TDS Tax Deducted at Source
Tier 1 city Includes the six major metros and additionally two cities namely Ahmedabad and
Pune,which are mini metros considering the population and traffic flown
Tier 2 city Includes mostly capitals of States and/or cities with sizeable population of more than
two lakh people as per the census of 2011, indicating potential for originating traffic
Tier 3 city Includes cities which are focused on leisure travel and predominantly have inbound
traffic irrespective of the local population
UHNIs / UHNWIs Ultra-High Net Worth Individuals
UIDF Urban Infrastructure Development Fund
ULCC Ultra-low-cost carrier
VIP Very Important Person
WACA Weighted Average Cost of Acquisition
WASH Water, Sanitation and Health
WEO World Economic Outlook
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16CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION
Certain Conventions
All references to "India" contained in this Prospectus are to the Republic of India and its territories and possessions
and all references herein to the "Government", "Indian Government", "GoI", "Central Government" or the "State
Government" are to the Government of India, Central or State, as applicable. All references to the “U.S.”, “US”,
“U.S.A” or “United States” are to the United States of America and its territories and possessions.
Unless otherwise specified, any time mentioned in this Prospectus is in Indian Standard Time ("IST"). Unless
indicated otherwise, all references to page numbers in this Prospectus are to the page numbers of this Prospectus.
In this Prospectus, the terms "we", "us", "our", "the Company", "our Company", "Issuer", "Issuer Company",
unless the context otherwise indicates or implies, refers to "FlySBS Aviation Limited".
Financial Data
Unless the context otherwise requires or indicates, the financial information, financial ratios in this Prospectus has
been derived from our Restated Financial Information. For further information, please see the section titled
“Financial Information” on Page 202 of this Prospectus.
Our Company’s financial year commences on April 1 of the immediately preceding calendar year and ends on
March 31 of that particular calendar year; accordingly, all references to a particular financial year or fiscal, unless
stated otherwise, are to the 12-month period commencing on April 1 of the immediately preceding calendar year
and ending on March 31 of that particular calendar year. Reference in this Prospectus to the terms Fiscal or Fiscal
Year of Financial Year is to the 12 months ended on March 31 of such year, unless otherwise specified.
The Restated Financial Information of our Company, which comprises the Restated Statement of assets and
liabilities, the Restated Statement of profit and loss, the Restated Statement of cash flows the as at and for the
Financial Years ended on March 31, 2025, March 31, 2024 and March 31, 2023 along with the summary statement
of significant accounting policies read together with the annexures and notes thereto prepared in terms of the
requirements of Section 32 of the Companies Act, the SEBI ICDR Regulations and the Guidance Note on Reports
in Company Prospectuses (Revised 2019) issued by the ICAI, as amended from time to time.
The degree to which the financial information included in this Prospectus will provide meaningful information is
entirely dependent on the reader’s level of familiarity with Indian accounting policies and practices, Indian GAAP,
the Companies Act and SEBI ICDR Regulations. Any reliance by persons not familiar with the aforementioned
policies and laws on the financial disclosures presented in this Prospectus should be limited. There are significant
differences between Indian GAAP, Ind AS, U.S. GAAP and IFRS. Our Company does not provide reconciliation
of its financial statements with Ind AS, IFRS or U.S. GAAP requirements. Our Company has not attempted to
explain those differences or quantify their impact on the financial data included in this Prospectus and it is urged
that you consult your own advisors regarding such differences and their impact on our financial data.
Unless the context otherwise indicates, any percentage amounts, as set forth in “Risk Factors”, “Our Business”
and “Management’s Discussion and Analysis of Financial Position and Results of Operations” on pages 30, 152
and 226 respectively, of this Prospectus, and elsewhere in this Prospectus have been calculated on the basis of the
Restated Financial Statements of our Company, prepared in accordance with Indian GAAP, and the Companies
Act and restated in accordance with the SEBI ICDR Regulations.
Unless the context otherwise indicates, any percentage amounts, as set forth in “Risk Factors”, “Our Business”
and “Management’s Discussion and Analysis of Financial Conditions and Result of Operations” on pages 30, 152
and 226 respectively, of this Prospectus, and elsewhere in this Prospectus have been calculated on the basis of the
Restated Financial Statements of our Company, prepared in accordance with Indian GAAP, and the Companies
Act and restated in accordance with the SEBI ICDR Regulations.
In this Prospectus, any discrepancies in any table between the total and the sum of the amounts listed are due to
rounding off. All figures in decimals have been rounded off to the second decimal place and all percentage figures
17have been rounded off to two decimal places and accordingly there may be consequential changes in this
Prospectus.
Non-GAAP Financial Measures
This Prospectus contains certain non-GAAP financial measures and certain other statistical information relating
to our operations and financial performance like EBITDA, PAT Margin, Return on Equity, Net Asset Value per
Equity Share, Net worth, Return on Net worth and certain other statistical information relating to our operations
and financial performance (collectively, “Non-GAAP Measures”) are a supplemental measure of our
performance and liquidity that are not required by, or presented in accordance with Indian GAAP, Ind AS or IFRS.
Further, these Non-GAAP measures are not a measurement of our financial performance or liquidity under Ind
AS, Indian GAAP, IFRS or U.S. GAAP and should not be considered in isolation or construed as an alternative
to cash flows, profit/(loss) for the years/period or any other measure of financial performance or as an indicator
of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing
activities derived in accordance with Ind AS, Indian GAAP, IFRS or U.S. GAAP. In addition, these Non-GAAP
measures and other statistical and other information relating to our operations and financial performance, may not
be computed on the basis of any standard methodology that is applicable across the industry and, therefore, a
comparison of similarly titled Non-GAAP Measures or statistical or other information relating to operations and
financial performance between companies may not be possible. Other companies may calculate the Non-GAAP
Measures differently from us, limiting their usefulness as a comparative measure. Although the Non-GAAP
Measures are not a measure of performance calculated in accordance with applicable accounting standards, we
compute and disclose them as our Company’s management believes that they are useful information in relation to
our business and financial performance.
For the risks relating to Non-GAAP Measures, see “Risk Factors – This Prospectus includes certain non-GAAP
financial measures and certain other selected statistical information related to our operations and financial
performance. These non-GAAP measures and statistical information may vary from any standard methodology
that is applicable across the broking industry and therefore may not be comparable with financial or statistical
information of similar nomenclature computed and presented by other broking companies.” on page 54 of this
Prospectus.
Currency and Units of Presentation
All references to:
• "₹" or "Rupees" or "INR" or "Rs” are to Indian Rupees, the official currency of the Republic of India.
• "US$", "U.S. Dollar", "USD" or "U.S. Dollars" or “$” are to United States Dollars, the official currency
of the United States of America.
• "Euro" or "€", are to Euro, the official currency of the Eurozone.
In this Prospectus, our Company has presented certain numerical information. All figures have been expressed in
lakhs, except where specifically indicated. One lakh represents 1,00,000. However, where any figures that may
have been sourced from third party industry sources are expressed in denominations other than lakhs in their
respective sources, such figures appear in this Prospectus expressed in such denominations as provided in such
respective sources.
In this Prospectus, unless the context otherwise requires, all references to one gender also refers to another gender
and the word "Lac / Lakh" means "one hundred thousand".
Industry and Market Data
Unless stated otherwise, the industry and market data and forecasts used throughout this Prospectus have been
obtained from the report on “Research Report on Private Jet Industry” dated November 2024 (“CareEdge
Report”), which has been prepared and released by CARE Advisory Research and Training Limited Report
(“CareEdge”). Further, CareEdge, vide their consent letter dated November 26, 2024 (“Letter”) has accorded
their no objection and consent to use the CareEdge Report. CareEdge, vide their Letter has also confirmed that
they are an independent agency, and confirmed that it is not related to our Company, our Directors, our Promoters,
our Key Managerial Personnel, our senior management or the BRLM. The Report is also available on the website
18of our Company at www.sbsaviation.in.
The extent to which the market and industry data used in this Prospectus is meaningful depends on the reader’s
familiarity with and understanding of the methodologies used in compiling such data. There are no standard data
gathering methodologies in the industry in which the business of our Company is conducted, and methodologies
and assumptions may vary widely among different industry sources. Such data involves risks, uncertainties and
numerous assumptions and is subject to change based on various factors, including those disclosed in “Risk
Factors – Certain sections of this Prospectus disclose information from the industry report which has been
commissioned and paid for by us exclusively in connection with the Issue and any reliance on such information
for making an investment decision in the Issue is subject to inherent risk” on page 30 of this Prospectus.
Accordingly, investment decisions should not be based solely on such information.
Exchange Rates
This Prospectus may contain conversions of certain other currency amounts into Indian Rupees that have been
presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a
representation that these currency amounts could have been, or can be converted into Indian Rupees, at any
particular rate or at all.
The following table sets forth, for the periods indicated, information with respect to the exchange rate between
the Indian Rupee and other foreign currencies:
Currency(1) Exchange rate as on Exchange rate as on Exchange rate as on Exchange rate as on
July 23, 2025* March 31, 2025* March 31, 2024* March 31, 2023*
1 USD 86.37 85.58 83.37 82.21
1 EUR 101.36 92.32 90.22 89.61
* If the RBI reference rate is not available on a particular date due to a public holiday, the previous working day not being a public holiday
has been considered.
Source: www.fbil.org.in and www.rbi.org.in
(1) The reference rates are rounded off to two decimal places.
(2) In case of a public holiday, the previous working day not being a public holiday has been considered.
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19FORWARD-LOOKING STATEMENTS
This Prospectus contains certain "forward-looking statements". These forward-looking statements generally can
be identified by words or phrases such as "aim", "anticipate", "are likely", "believe", "expect", "estimate",
"intend", "likely to", "objective", "plan", "project", "propose", "will", "seek to", "will continue", "will pursue" or
other words or phrases of similar import. Similarly, statements that describe our strategies, objectives, plans or
goals are also forward-looking statements. All forward-looking statements are subject to risks, uncertainties,
expectations and assumptions about us that could cause actual results to differ materially from those contemplated
by the relevant forward-looking statement. All statements in this Prospectus that are not statements of historical
fact constitute 'forward-looking statements'. All statements regarding our expected financial conditions and results
of operations, business plans and objectives, strategies and goals and prospects are forward looking statements.
Actual results may differ materially from those suggested by forward-looking statements due to risks or
uncertainties associated with expectations relating to and including, regulatory changes pertaining to the industries
in India in which we operate and our ability to respond to them, our ability to successfully implement our strategy,
our growth and expansion, technological changes, our exposure to market risks, general economic and political
conditions in India which have an impact on its business activities or investments, the monetary and fiscal policies
of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or
other rates or prices, the performance of the financial markets in India and globally, changes in domestic laws,
regulations and taxes and changes in competition in the industries in which we operate.
Certain important factors that could cause actual results to differ materially from our expectations include, but are
not limited to, the following:
1. There have been certain instances of non-compliances and/or delay in compliance, including with respect
to certain regulatory filings by our Company in the past. Consequently, we may be subject to regulatory
actions and penalties for any such non-compliance and our business, financial condition and reputation
may be adversely affected.
2. We operate in a niche industry and cater to an elite class of customers which includes entrepreneurs, high
ranking corporate leaders, politicians, diplomats, celebrities and other VIPs. These categories of
customers require specialised and customised services as per their requirements. Our inability to provide
quality services to these customers could have a material adverse effect on our business, results of
operations and financial condition.
3. Increase in the rate of Aviation Turbine Fuel (“ATF”), which is a key component in operating costs, may
have an adverse effect on our operations and financials.
4. Certain of our Promoters and Directors may have interests in entities, which are in businesses similar to
ours and this may result in conflict of interest with us.
5. Our Group Company and Promoter Group Companies have objects similar to the line of business of our
Company. If any of them were to commence the same or similar business activities as those of our
Company, it may lead to a conflict with our business and affect our profitability.
6. One of our members of our Promoter Group, P Karthik Iyer Parasuraman is involved in certain legal
proceedings and these proceedings are pending at different levels of adjudication before various courts.
7. Failure to comply with covenants in our Aircraft Lease Agreements could adversely affect our Business
operations and Financial conditions.
8. The existing aircraft operated by us on dry-lease basis and the pre-owned aircraft, which we intend to
acquire from the Net Proceeds, have a limited useful life. Further, we are vulnerable to any technical
issue or regulatory changes affecting our aircraft which may affect our business operations and financial
conditions.
209. We are dependent on limited number of suppliers and contractors for supply of key spare parts and
consumable items for operating our aircrafts. We have not made any long-term supply arrangement with
our suppliers. In an event where our suppliers and contractors are unable to deliver us the required
resources in a time-bound manner it may have a material adverse effect on our business operations and
profitability.
10. We have experienced working capital requirements in the past and may continue to experience in future
also. If we experience insufficient cash flows from our operations or are unable to borrow to meet our
working capital requirements, it may materially and adversely affect our business, cash flows and results
of operations.
For details regarding factors that could cause actual results to differ from expectations, see "Risk Factors", "Our
Business" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" on
pages 30, 152 and 226, respectively of this Prospectus. By their nature, certain market risk disclosures are only
estimates and could be materially different from what actually occurs in the future. As a result, actual gains or
losses could materially differ from those that have been estimated.
We cannot ensure that the expectations reflected in these forward-looking statements will prove to be correct.
Given these uncertainties, Applicants are cautioned not to place undue reliance on such forward-looking
statements and not to regard such statements to be a guarantee of our future performance.
Forward-looking statements reflect current views as on the date of this Prospectus and are not a guarantee of future
performance. These statements are based on our management’s beliefs and assumptions, which in turn are based
on currently available information. Although we believe the assumptions upon which these forward-looking
statements are based are reasonable, any of these assumptions could prove to be inaccurate, and the forward-
looking statements based on these assumptions could be incorrect. Neither our Company, our Promoters, our
Directors, the BRLM nor any of their respective affiliates have any obligation to update or otherwise revise any
statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events,
even if the underlying assumptions do not come to fruition.
In accordance with the SEBI ICDR Regulations, our Company, the Promoters and the BRLM will ensure that the
Bidders in India are informed of material developments until the time of the grant of listing and trading permission
by the Stock Exchanges for the Equity shares pursuant to the Issue.
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21SUMMARY OF THE ISSUE DOCUMENT
The following is a general summary of the terms of the Issue and is not exhaustive, nor does it purport to contain
a summary of all the disclosures in this Prospectus or all details relevant to prospective investors. This summary
should be read in conjunction with, and is qualified in its entirety by, the more detailed information appearing
elsewhere in this Prospectus, including “Risk Factors”, “The Issue”, “Capital Structure”, “Objects of the Issue”,
“Industry Overview”, “Our Business”, “Financial Information”, “Outstanding Litigation and Material
Developments”, “Issue Procedure”, and “Description of Equity Shares and Terms of the Articles of Association”
on pages 30, 61, 81, 105, 129, 152,202, 244, 283 and 324, respectively of this Prospectus.
a) Summary of Business
We are engaged in the business of providing private, non-scheduled air charter services from India,
focusing on delivering seamless air travel solutions to elite clientele. We are DGCA approved Non-
Scheduled Airline Operator holding a valid Air Operator Permit. Our customer base includes
entrepreneurs, senior corporate executives, politicians, diplomats, celebrities, and other VIPs, all of
whom require tailored services to meet their specific travel needs. These demands often encompass
flexible flight schedules, access to exclusive destinations, premium luxury amenities, privacy, and
stringent security protocols. Our charter services cater to a range of specific travel needs, such as direct
travel convenience, multi-destination within tight timeframes, or access to locations lacking commercial
flight connectivity.
For further details, please refer chapter titled “Our Business” on page 152 of this Prospectus
b) Summary of Industry
The private jet industry in India has experienced significant growth, expanding from a market size of
$187 million in FY19 to $274 million in FY24, reflecting a healthy compound annual growth rate
(CAGR) of 8%. This growth can be attributed to several factors, including the rising number of HNIs
and UHNIs, the increased need for rapid business travel, and the expansion of economic activities in tier
2 and tier 3 cities. As India's wealth accumulation continues and the demand for personalized, time-
efficient travel rises, the private jet market is poised for further expansion. The private jet industry market
in India is expected to continue growing at a CAGR of 13-15% over the next five years.
For further details, please refer chapter titled “Industry Overview” on page 129 of this Prospectus
c) Name of Promoters,
The Promoters of our Company are Ambashankar, Capt. Deepak Parasuraman, Kannan Ramakrishnan,
Shreshtha Business Solutions LLP, and Bastimal Kishanraj, for detailed information on our Promoters
and Promoter Group, please refer to Chapter titled “Our Promoters and Promoter Group” on page 191
of this Prospectus.
d) Issue Size
Issue(1) Issue of 45,57,000 Equity Shares of ₹10/- each for cash at a price of ₹ 225 per
Equity Share (including premium of ₹ 215 per Equity Share) aggregating to ₹
10,253.25 lakhs)
Out of which
Market Maker 2,29,800 Equity Shares of ₹10/- each fully paid-up of our Company for cash at a
Reservation price of ₹ 225 per Equity Share (including premium of ₹ 215 per Equity Share)
Portion aggregating to ₹ 517.05 lakhs.
Net Issue to the 43,27,200 Equity Shares of ₹10/- each fully paid-up of our Company for cash at a
Public price of ₹ 225 per Equity Share (including premium of ₹ 215 per Equity Share)
aggregating to ₹ 9,736.20 lakhs.
(1) The Issue has been authorized by our Board pursuant to resolution passed at its meeting held on February 08, 2025, and the
Issue has been authorized by our Shareholders pursuant to a special resolution passed on March 05, 2025.
22The price band has been decided by our company in consultation with the BRLM and was advertised in
all editions of the the Financial Express (a widely circulated English national daily newspaper), all
editions of Jansatta (a widely circulated Hindi national daily newspaper) and Tamil editions of
Makkalkural (a widely circulated Tamil daily newspaper, Tamil being the regional language of Tamil
Nadu, where our registered office is located), each with wide circulation, at least 2 (two) working days
prior to the bid/ issue opening date with the relevant financial ratios calculated at the floor price and the
cap price and was made available to the EMERGE platform of National Stock Exchange of India Limited
(“NSE EMERGE”, referred to as the “Stock Exchange”) for the purpose of uploading on their website
for further details kindly refer to chapter titled “Terms of the Issue” on page 268 of this Prospectus.
For further details, see “The Issue”, “Issue Structure”, and “Issue Procedure” on page 61, 277 and 283
of this Prospectus.
e) Objects of the Issue
The fund requirements for each of the Object of the Issue are stated as below:
The details of the proceeds of the Issue are summarised in the table below:
Objects Amount (₹ in lakhs)
Gross proceeds of the Issue 10,253.25*
Less: Estimated Issue related expenses 499.09
Net Proceeds of the Issue (Net Proceeds) 9,754.16
* Subject to finalization of basis of allotment.
Utilisation of the Net Proceeds
Our Company proposes to utilise the Net Proceeds towards funding the following objects:
Sr. No. Objects Amount (₹ in lakhs)
1. Funding capital expenditure towards acquisition of six pre-owned 8,047.24
aircraft on long term dry lease basis
2. Repayment/prepayment, in full or part, certain outstanding 727.60
borrowings availed by our Company
3. General Corporate Purposes* 979.32
Total# 9,754.16
# Subject to finalization of basis of allotment.
*The amount utilized for General Corporate Purposes will not exceed will not exceed 15% of the Gross Proceeds from the Issue
or ₹ 1,000.00 lakhs, whichever is lower.
For further details, see “Objects of the Issue” on page 105 of this Prospectus.
f) Aggregate Pre-Issue shareholding of our Promoter and Promoter Group
As on date of this Prospectus, the aggregate Pre-Issue shareholding of our Promoters and Promoter
Group, as a percentage of the Pre-Issue paid-up Equity Share capital of our Company is set out below:
Sr. % of pre issue Equity
Name of the Shareholder No. of Equity Shares
No. Share Capital
A Promoters
1 Shreshtha Business Solutions LLP 22,34,204 17.53
2 Capt. Deepak Parasuraman 19,71,996 15.47
3 Bastimal Kishanraj 11,72,003 9.19
4 Kannan Ramakrishnan 1,97,796 1.55
5 Ambashankar 42,999 0.34
Sub Total (A) 56,18,998 44.08
B Promoter Group
Nil - -
23Sr. % of pre issue Equity
Name of the Shareholder No. of Equity Shares
No. Share Capital
Sub-Total (B) - -
Total (A+B) 56,18,998 44.08
g) Shareholding of Promoter / Promoter Group and Additional Top 10 Shareholders of the Company
as at allotment:
Sr. Pre-Issue shareholding as at the date Post-Issue shareholding as at Allotment(2)
No. of this Prospectus
Shareholders Number of Share At the lower end of the At the upper end of the
Equity holdin price band (₹210) price band (₹225)
Shares(1) g (in Number of Share Number of Share
%)(1) Equity holding Equity holding
Shares (1) (in Shares(1) (in
%)(1) %)(1)
A. Promoters
1. Shreshtha
Business 22,34,204 17.53 22,34,204 12.91 22,34,204 12.91
Solutions LLP
2. Capt. Deepak
19,71,996 15.47 19,71,996 11.40 19,71,996 11.40
Parasuraman
3. Bastimal
11,72,003 9.19 11,72,003 6.77 11,72,003 6.77
Kishanraj
4. Kannan
1,97,796 1.55 1,97,796 1.14 1,97,796 1.14
Ramakrishnan
5. Ambashankar 42,999 0.34 42,999 0.25 42,999 0.25
B. Promoter Group
Nil
C. Additional Top 10 Shareholders
1. Bala
7,08,570 5.56 7,08,570 4.09 7,08,570 4.09
Subramanian
2. Purvesh
Mukeshkumar 4,00,200 3.14 4,00,200 2.31 4,00,200 2.31
Shah
3. Advenza
Global 3,84,186 3.01 3,84,186 2.22 3,84,186 2.22
Limited
4. Rohan Gupta 3,45,000 2.71 3,45,000 1.99 3,45,000 1.99
5. Jayasundari
3,00,000 2.35 3,00,000 1.73 3,00,000 1.73
Kowsikan
6. Vijay Manohar
2,50,000 1.96 2,50,000 1.44 2,50,000 1.44
Makhija
7. Parisha
1,80,600 1.42 1,80,600 1.04 1,80,600 1.04
Purvesh Shah
8. Vijay Kumar 1,79,175 1.41 1,79,175 1.04 1,79,175 1.04
9. Saint Capital
1,77,833 1.40 1,77,833 1.03 1,77,833 1.03
Fund
10. Sharda Devi
1,70,000 1.33 1,70,000 0.98 1,70,000 0.98
Hada
(1) Based on the Issue price of ₹ 225 and subject to finalization of the basis of allotment.
(2) Assuming full subscription in the Issue. The post-issue shareholding details as at allotment will be
based on the actual subscription and the final Issue Price and updated in the Prospectus, subject to
finalization of the Basis of Allotment. Also, this table assumes there is no transfer of shares by these
shareholders between the date of the advertisement and allotment, if any such transfers occur prior
to the date of prospectus, it will be updated in the shareholding pattern in the Prospectus.
24h) Summary of Financial Statements
A summary of the financial information of our Company as per the Restated Financial Information is as
follows:
(₹ in lakhs, except per share data)
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Equity share capital 1,274.68 321.02 215.00
Adjusted Net-worth 12,884.67 4,732.47 1,133.47
Total revenue (including other Income) 19,538.38 10,672.11 3,468.25
Profit/(loss) after tax 2,840.61 1,124.92 344.06
Earning per Equity Shares 25.47 14.41^ 5.64^
Net Asset value per Equity Shares (in ₹) 101.08 49.14^ 17.57^
Total borrowings (including current
1,792.67 255.59 336.31
maturities of long-term borrowings)
^ The EPS and NAV per Equity Share computed above are derived after giving the effect of Bonus Equity Shares
issued in the ratio of 2:1 on November 25, 2024.
The Company financials statements are available on website of Company at www.sbsaviation.in.
i) Qualifications of the Auditors which have not been given effect to in the Restated Financial
Statements
Our Statutory Auditor has not made any qualifications in the examination report that have not been given
effect to in the Restated Financial Statements.
j) Summary of Outstanding Litigation
A summary of outstanding litigation proceedings involving our Company, our Directors, our Promoters
our Subsidiaries, our Group Companies and our KMPs and/or SMPs as on the date of this Prospectus is
provided below:
(₹ in lakhs)
Name of Criminal Tax Statutory Disciplinary Material Aggregate
Entity Proceedin Proceeding or actions by the Civil amount
g Regulatory SEBI or Stock Litigation involved
Proceeding Exchanges
Company
By our Nil Nil Nil Nil Nil Nil
Company
Against our Nil 430.16 Nil Nil Nil Nil
Company
Directors
(Other than
Promoters)
By our Nil Nil Nil Nil Nil Nil
Director
Against our Nil Nil Nil Nil Nil Nil
Director
Promoters
By our Nil Nil Nil Nil Nil Nil
Promoters
Against our Nil 57.79 Nil Nil Nil Nil
Promoters
Subsidiaries
By our N.A. N.A. N.A. N.A. N.A. N.A.
Subsidiaries
Against our N.A. N.A. N.A. N.A. N.A. N.A.
25Name of Criminal Tax Statutory Disciplinary Material Aggregate
Entity Proceedin Proceeding or actions by the Civil amount
g Regulatory SEBI or Stock Litigation involved
Proceeding Exchanges
Subsidiaries
Group Companies
Outstanding Nil 658.53 Nil Nil Nil Nil
litigation
which may
have a
material
impact on our
Company
KMPs and/or SMPs
By our KMPs Nil Nil Nil Nil Nil Nil
and/or
SMPs
Against our N.A. N.A. N.A. N.A. N.A. N.A.
KMPs and/or
SMPs
For further details on the outstanding litigation proceedings, see “Outstanding Litigation and Material
Developments” on page 244 of this Prospectus.
k) Risk Factors
For further details, see “Risk Factors” on page 30 of this Prospectus.
l) Summary of Contingent Liabilities
The details of our contingent liabilities as at March 31, 2025, derived from our Restated Financial
Statements are set forth in the table below:
(₹ in lakhs)
Particulars As at March 31, 2025
Claims against the Company not Acknowledged as Debt
(a) TDS demand 46.27
(b) Income tax demand -
(c) GST 13.65
Other money for which the Company is contingently liable -
Commitments
Total 59.92
Notes:
(a) TDS demand
The Company has TDS demand as per TRACES due to interest and late fees for the total demand amount of Rs 46.27
Lakhs. However the company has plans to file rectification against the outstanding TDS with the appropriate authorities
and the company is confident of obtaining relief from the demand.
(b) GST:
The Company has demand in GST for Rs. 13.65 Lakhs for FY 21-22 with respect to claim of ITC for an inadvertent
error of reporting zero value in the GST Annual return. The same has been taken up by the company with the GST
department and submitted the relevant proof substantiating it. Since it was an inadvertent error, in all likelihood the
order may be reversed by the department.
m) Summary of Related Party Transactions
A summary of the related party transactions as at and for the Financial Years ended on March 31, 2025,
March 31, 2024 and March 31, 2023 as per AS 18 – Related Party Disclosures read with the SEBI ICDR
Regulations and derived from our Restated Financial Information is set out below:
26I. Transaction during the period
(₹ in lakhs)
Sr. Name of the Nature of Transaction Year ended Year ended as Year ended as
No. entity/person March 31, on March 31, on March 31,
2025 2024 2023
1. Amba Equity Shares issued - 50.00 -
2. S hankar Unsecured loans taken 561.30 75.84 137.25
3. Unsecured loans repaid 561.30 76.40 142.94
4. Reimbursement made
61.88 69.62 6.56
against expenditure
5. Remuneration paid 23.90 24.00 5.00
6. Capt. Deepak Unsecured loans taken 6.26 - 471.96
7. Parasuraman Unsecured loans repaid 6.26 22.80 491.63
8. Remuneration paid 12.5 -
9. Reimbursement made
- 0.17 -
against expenditure
10. Equity Shares issued - 200.00 -
11. Kannan Unsecured loans taken 293.37 670.18 615.22
12. Ramakrishna Unsecured loans repaid 293.37 670.18 721.94
13. n Reimbursement made
1.76 3.32 -
against expenditure
14. Equity Shares issued - 230.00 -
15. Chryseum Unsecured loans given - 871.95 195.06
16. Corporate Repayment of
Services unsecured loans given
- 966.20 122.86
Private
Limited
17. Afcom Unsecured loan given - 901.85 2,928.49
18. Holdings Repayment of
311.60 283.44 3,276.61
Limited unsecured loans given
19. Shreshtha Unsecured loans given - 2,715.98 980.35
20. Business Repayment of
- 2,666.29 1,078.46
Solutions LLP unsecured loans given
21. Advance towards
328.52 - -
services
22. Professional fee 3.68 - -
23. Reimbursement made
1.42 0.06 3.11
against expenditure
24. Recruitment fee 0.21 - -
25. Equity Shares issued - 955.93 -
26. Sanjay Remuneration paid 11.34 - -
27. Srinivasan Reimbursement made
22.06 38.99 -
against expenditure
28. Geetha G Remuneration paid 1.86 - -
29. Narayana
Remuneration paid 1.20 - -
Saptharishi
II. Balance (Receivable)/Payable
(₹ in lakhs)
Sr. Name of the Nature of Transaction As at As at As at
No. entity/person March 31, March 31, March 31,
2024 2024 2023
1. Amba Shankar Unsecured loans - - 0.56
2. Reimbursement made
(6.61) (0.34) (15.52)
against expenditure
3. Remuneration 20.06 0.44 -
27Sr. Name of the Nature of Transaction As at As at As at
No. entity/person March 31, March 31, March 31,
2024 2024 2023
4. Capt. Deepak Unsecured Loans - - 22.80
5. Parasuraman Reimbursement made
6.45 - -
against expenditure
6. Kannan Reimbursement made
- 2.32 -
Ramakrishnan against expenditure
7. Chryseum Corporate Unsecured Loans
Services Private
- - (94.26)
Limited
8. Afcom Holdings Unsecured Loan
- (311.60) 306.81
Limited
9. Shreshtha Business Unsecured Loans given /
- - (49.70)
Solutions LLP (taken)
10. Advance Towards
(328.52) - -
Services
11. Reimbursement made
1.58 - 17.95
against expenditure
12. Sanjay Srinivasan Remuneration 1.86 - -
13. Narayana Saptharishi Remuneration 0.40 - -
For further details of the related party transactions, see “Restated Financial Information – Annexure 32
– Statement Of Related Parties Transaction As Restated” on page 219 of this Prospectus.
n) Financing arrangements
There have been no financing arrangements whereby our Promoters, members of the Promoter Group or
our Directors and their relatives (as defined in the Companies Act, 2013) have financed the purchase by
any other person of securities of our Company (other than in the normal course of business of the
financing entity) during the period of six months immediately preceding the date of this Prospectus.
o) Weighted average price at which the Equity Shares were acquired by our Promoters in the one
year preceding the date of this Prospectus
Sr. Name of Promoter No. of Equity Shares Weighted Average Price*^
No. Acquired during the last one (₹ per equity share)
year#
1. Capt. Deepak Parasuraman 13,14,664 Nil**
2. Kannan Ramakrishnan 1,31,864 Nil**
3. Ambashankar 28,666 Nil**
4. Shreshtha Business
17,56,136 156.17#
Solutions LLP
5. Bastimal Kishanraj 11,72,003# 53.30#
*The weighted average cost of acquisition of Equity Shares by our Promoter has been calculated by taking into account the amount
paid by them to acquire and Shares allotted to them as reduced by the amount received on sell of shares i.e. net of sale consideration
is divided by net quantity of shares acquired.
^As certified by A. John Moris & Co., Chartered Accountants, by way of their certificate dated July 24, 2025
#Includes bonus allotment
**Equity Shares acquired pursuant to bonus shares. For further details refer to “Capital Structure” on page 81 of this Prospectus.
p) Average Cost of Acquisition of Equity Shares by our Promoters
Sr. Name of Promoter No. of Equity Shares Average Cost per
No. Acquired Equity Shares
(₹ per equity share)*^
1. Capt. Deepak Parasuraman 19,71,996 13.18
28Sr. Name of Promoter No. of Equity Shares Average Cost per
No. Acquired Equity Shares
(₹ per equity share)*^
2. Kannan Ramakrishnan 1,97,796 116.28
3. Ambashankar 42,999 116.28
4. Shreshtha Business Solutions
22,34,204 17.89
LLP
5. Bastimal Kishanraj 11,72,003 53.30
* after giving effect of bonus shares issued in ratio of 2:1 on November 25, 2024
^As certified by A. John Moris & Co., Chartered Accountants, by way of their certificate dated July 24, 2025
q) Weighted average cost of all Equity Shares transacted in the last one year, 18 months and three
years preceding the date of this Prospectus
Weighted Average Cap Price is ‘X’ times Range of acquisition
Period Cost of Acquisition the Weighted Average price: Lowest Price –
(in ₹) Cost of Acquisition^ Highest Price (in ₹)
Last one year 144.05 1.56 Nil* – 220.00#
Last eighteen months 149.18 1.51 Nil* – 220.00#
Last three years 139.90 1.61 Nil* – 220.00#
*Allotted pursuant to bonus Equity Shares issued in the ratio of 2:1 on November 25, 2024
#After giving effect to bonus Equity Shares issued in the ratio of 2:1 on November 25, 2024
r) Pre–IPO Placement
Our Company does not contemplate any issuance or placement of Equity Shares from the date of this
Prospectus until the listing of the Equity Shares.
s) Issuances of equity shares made in the last one year for consideration other than cash
Other than as disclosed in the section “Capital Structure – Issue of shares for consideration other than
cash or by way of bonus issue or out of revaluation of reserves” on page 104, our Company has not
issued any equity shares for consideration other than cash or bonus issue in the one year preceding the
date of this Prospectus.
t) Split/ Consolidation of Equity Shares in the past one year
Our Company has not undertaken any split or consolidation of the Equity Shares in the last one year
preceding the date of this Prospectus.
u) Exemption from complying with any provisions of securities laws, if any, granted by SEBI
As on the date of this Prospectus, our Company has not availed any exemption from complying with any
provisions of securities laws granted by SEBI.
[Remainder of the page has been intentionally left blank]
29SECTION II – RISK FACTORS
An investment in the Equity Shares involves a high degree of financial risk. Investors should carefully consider
all the information in this Prospectus, including the risks and uncertainties described below, before making an
investment in our Equity Shares. If any of the following risks, as well as other risks and uncertainty discussed in
this Prospectus, or other risks that are not currently known or are now deemed immaterial, actually occur, our
business, results of operations, cash flow and financial condition could suffer, the price of the Equity Shares could
decline, and you may lose all or part of your investment. In making an investment decision, prospective investors
must rely on their own examination of us and the terms of the Issue including the merits and risks involved.
Investors should consult their tax, financial and legal advisors about particular consequences to them of an
investment in the Issue. The risk factors set forth below do not purport to be complete or comprehensive in terms
of all the risk factors that may arise in connection with our business or any decision to purchase, own or dispose
of the Equity Shares. This section addresses general risks associated with the industry in which we operate, and
specific risk associated with our Company. However, there are certain risk factors where the financial impact is
not quantifiable and therefore, such financial impact cannot be disclosed in such risk factors. Unless specified or
quantified in the relevant risk factors below, we are not in a position to quantify the financial or other implications
of any of the risks described in this section.
To obtain a better understanding of our business, you should read this chapter in conjunction with other sections
of this Prospectus, including the chapters titled “Our Business”, “Management’s Discussion and Analysis of
Financial Condition and Results of Operation”, “Industry Overview” and “Financial Statements” on pages 152,
226, 129 and 202, respectively of this Prospectus. Our actual results could differ materially from those anticipated
in these forward-looking statements as a result of certain factors, including the considerations described below
and elsewhere in this Prospectus.
This Prospectus also contains forward-looking statements, that involves risks, uncertainties and other factors.
Our actual results could differ materially from those anticipated in these forward-looking statements, which may
cause the actual results to be materially different from those expressed or implied by the forward-looking
statements. For further details, see “Forward-Looking Statements” on page 20 of this Prospectus.
Unless otherwise stated, the financial information in this chapter is derived from our Restated Financial
Statements for the financial years ended March 31, 2025, 2024 and 2023 as included in “Restated Financial
Statements” on page 202 of this Prospectus.
MATERIALITY
The Risk Factors have been determined on the basis of their materiality. The following factors have been
considered for determining the materiality:
• Some events may have material impact quantitatively;
• Some events may have material impact qualitatively instead of quantitatively;
• Some events may not be of materiality individually but may be found material collectively;
• Some events may not be material at present but may be having material impact in future.
BUSINESS RELATED RISKS
I. Operational Risks
1. There have been certain instances of non-compliances and/or delay in compliance, including with
respect to certain regulatory filings by our Company in the past. Consequently, we may be subject to
regulatory actions and penalties for any such non-compliance and our business, financial condition
and reputation may be adversely affected.
There have been certain instances of secretarial irregularities in respect of filing of certain forms with the
Registrar of Companies in the past as well as non-availability of challans for payment of fees for filing
of certain forms as under:
30Delay in filing of certain (i) Forms ADT-1 for approval of appointment of our auditors; (ii) Forms MGT-
14 for resolution passed by our Shareholders; (iii) Forms AOC-4 for filing of financial statements; (iv)
Forms MGT-7A for filing of Abridged Annual Return; (v) Forms SH-7 for increase in authorized capital;
(vi) Forms DPT-3 for filing of Return of deposits; (vii) Forms CHG-1 for registration of creation
/modification of charges and (viii) Forms INC-27 for conversion of private company into public company
Non availability of challans for payment of fees for filing of certain (i) Forms MGT-14 for approval of
increase in authorized share capital and (ii) Form PAS-3 for allotment of Equity Shares on rights basis.
The same could not be traced as the relevant information was not available in the records and was also
not accessible on the portal of the Ministry of Corporate Affairs or with the RoC.
Additionally, our Company has encountered multiple instances of late filing or non-filing of Form PAS-
3 related to the raising of funds through Private Placement under the Companies Act, 2013. To address
this non-compliance with Section 42(4) of the Companies Act, 2013, our Company submitted multiple
compounding applications on December 24, 2024, to the Registrar of Companies (ROC), Chennai. These
applications, along with the applicable fees, seek the compounding of offences punishable under the
Companies Act, 2013.
There were a total of nine instances where compounding applications were sought. Details of these
instances are summarized in the table below:
Sr. Application for Particulars of Issue Date of Order
No. Allotment
1. Issuance of 28,000 equity shares at Rs. 250/ share June 06, 2022 No penalty
through private placement imposed
2. Issuance of 1,22,000 equity shares at Rs. 250/ share February 28, Penalty paid
through private placement 2023
3. Issuance of 1,67,890 equity shares at Rs. 468.52/ share November 24, Penalty paid
through private placement 2023
4. Issuance of 3,00,794 equity shares at Rs. 468.52/ share February 26, No penalty
through private placement 2024 imposed
5. Issuance of 73,016 equity shares at Rs. 468.52/ share March 06, 2024 Penalty paid
through private placement
6. Issuance of 1,70,915 equity shares at Rs. 468.52/ share April 30, 2024 No penalty
through private placement imposed
7. Issuance of 1,07,272 equity shares at Rs. 468.52/ share June 08, 2024 Penalty paid
through private placement
8. Issuance of 2,02,631 equity shares at Rs. 468.52/ share July 10, 2024 No penalty
through private placement imposed
9. Issuance of 1,00,000 equity shares at Rs. 468.52/ share August 05, No penalty
through private placement 2024 imposed
In all instances where the Company has submitted compounding applications, orders have been received
from the Registrar of Companies/the Regional Director, Chennai. Pursuant to these orders, the Company
has made the necessary payments towards the fines and penalties levied by the respective authority. In
certain cases, the authority has imposed no penalties on the Company. The Company has also filed Form
INC-28 with the Registrar of Companies to formally record and give effect to the said orders.
We have also obtained a search report dated July 24, 2025, from T. Saraswathi, a peer-reviewed
practicing Company Secretary, regarding the said discrepancies and errors. Although no regulatory
action has been taken against our Company for the aforementioned delays, we cannot assure that no such
regulatory action will be initiated in the future.
Furthermore, we cannot guarantee that similar non-compliances will not occur in the future.
Consequently, if the concerned authorities impose monetary penalties on us or take punitive actions
against our Company or its directors/officers in relation to these matters, our business operations and
financial condition could be adversely affected.
312. We operate in a niche industry and cater to an elite class of customers which includes entrepreneurs,
high ranking corporate leaders, politicians, diplomats, celebrities and other VIPs. These categories of
customers require specialised and customised services as per their requirements. Our inability to
provide quality services to these customers could have a material adverse effect on our business, results
of operations and financial condition.
Our business primarily caters to a distinguished clientele, including entrepreneurs, high-ranking
corporate leaders, politicians, diplomats, celebrities, and other VIPs. This customer base often demands
highly specialized and customized services tailored to their unique requirements. These needs may
include flexible flight schedules, access to specific destinations, premium luxury amenities, privacy, and
stringent security measures. Additionally, charter flight services are often engaged by customers to
address specific travel needs, such as the convenience of direct travel, the ability to cover multiple
destinations within the shortest possible time or reaching locations with limited or no commercial
connectivity. Such services are also availed for purposes including medical emergencies, important
business meetings, promotional events, and other critical engagements.
While we are committed to delivering the highest level of service and hospitality, our inability to meet
the specific expectations and requirements of our customers could result in dissatisfaction. Factors
contributing to such a situation may include operational constraints, delays, insufficient customization,
or failure to provide the desired level of luxury, privacy, or security. However, there have been no past
instances where we have failed to meet the expectations or requirements of our customers which have
resulted in any adverse effect or material impact on our business. In instances where we are not able to
provide quality services and hospitality as per the requirements of our clients, it could potentially lead to
a loss of future business opportunities and a material adverse effect on our business operations, financial
performance, and overall growth.
3. Increase in the rate of Aviation Turbine Fuel (“ATF”), which is a key component in operating costs,
may have an adverse effect on our operations and financials.
ATF prices in India continue to be higher than the global rates, making ATF account for a significant
component of our direct operating expenses. In Fiscal Years 2023, 2024 and 2025, our fuel costs
amounted to Nil, ₹ 143.60 lakhs and ₹ 649.39 lakhs, representing Nil, 14.22% and 14.54% of our revenue
from dry lease aircraft, respectively. We incur fuel cost only for aircrafts which are used by us on dry
lease arrangement. For wet lease arrangement, however, the fuel costs are covered by the lessor of the
respective aircrafts.
Historically, our fuel expenditure has been subject to wide price fluctuations in the price of ATF, which
is based primarily on the international price of crude oil. The price of crude oil is influenced by
geopolitical issues, government regulation and various supply and demand factors, including periods of
market surplus and shortage. The price of ATF in India is also dependent on other factors including the
following:
(i) limited competition in India because ATF is currently available at airports from only three
Government-controlled companies (Indian Oil Corporation Limited, Bharat Petroleum
Corporation Limited, Hindustan Petroleum Corporation Limited) and also available in some
private companies like Reliance Industries Limited and Delhi Aviation Fuel Facility Private
Limited;
(ii) periodic variations in the ex-refinery price charged for ATF;
(iii) fluctuations in the exchange rate between the U.S. Dollar and the Rupee, since a substantial
percentage of crude oil is imported; and
(iv) excise duty and taxes on ATF.
Due to the effect of these events on the price and availability of fuel, the cost and future availability of
fuel cannot be predicted with any degree of certainty. Also, some of our competitors may have more
32leverage than us in obtaining fuel. We cannot assure you that future increases in prices of fuel can be
offset, in part or at all, by increase in passenger fares. Any ad-hoc increase in ATF prices or undue
volatility due to factors beyond our control may adversely affect our profitability margins and operational
efficiency.
4. Certain of our Promoters and Directors may have interests in entities, which are in businesses similar
to ours and this may result in conflict of interest with us.
Our Group entity, Afcom Holdings Limited, is authorized by its memorandum to undertake similar
activities as those conducted by our Company. As a result, conflict of interests may arise in allocating
business opportunities amongst our Company and our Group entity in circumstances where our
respective interests diverge.
While Group entity is not currently carrying on any business in conflict with our Company, there is no
assurance that such a conflict will not arise in the future, or that we will be able to suitably resolve any
such conflict without an adverse effect on our business or operations. There can be no assurance that our
Promoters or members of our Group entity will not provide comparable services, expand their presence,
solicit our employees or acquire interests in competing ventures in the locations or segments in which
we operate.
In the event that any conflicts of interest arise, our Promoters may make decisions regarding our
operations, financial structure or commercial transactions that may not be in our shareholders’ best
interest. It may also enable a competitor to take advantage of a corporate opportunity at our expense.
Such decisions could have a material adverse effect on our business financial condition, results of
operations and prospects. Should we face any such conflicts in the future, there is no guarantee that they
will be resolved in our favour.
5. Our Group Company and Promoter Group Companies have objects similar to the line of business of
our Company. If any of them were to commence the same or similar business activities as those of our
Company, it may lead to a conflict with our business and affect our profitability.
Our Group Company, Afcom Holding Limited, is engaged in the business of air cargo operations on
airport-to-airport basis. Our Promoter Group Companies, Flyaeon Aviation Private Limited and Flyaster
Aviation Private Limited have main objects, which are similar to that of our Company; although they are
not in operation. If our Group Company or any of the above mentioned Promoter Group Companies were
to commence same or similar business, it may conflict with our business and affect our profitability. We
cannot assure you that these companies will not commence same or similar business or that we will be
able to suitably address any resulting conflict of interest without an adverse impact on our business,
financial condition or results of operations.
For further details, please refer “Objects of the Issue” on page 105 of this Prospectus.
6. One of our members of our Promoter Group, P Karthik Iyer Parasuraman is involved in certain legal
proceedings and these proceedings are pending at different levels of adjudication before various
courts.
The brief details of legal proceedings are set out below:
Sr. Particulars
No.
1. CBI ACB vs. P Karthik Iyer Parasuraman & Others CC 1/2008
2. CBI Bangalore vs. P Karthik Iyer Parasuraman Others CC 45/ 2019
3. CBI Mumbai vs. P Karthik Iyer Parasuraman & Others CC 1052 /2016
4. CBI Hyderabad vs. P Karthik Iyer Parasuraman & Others CC 1161/2019
Director of Enforcement vs. P Karthik Iyer Parasuraman & Others
5.
ECIR/02/HYZO/2015/1592
6. IDBI Bank Limited vs. Deccan Chronicle Holdings Limited and others CC 805/2018
33Sr. Particulars
No.
7. Kotak Mahindra Bank vs. Deccan Chronicle Holdings Limited and others CC/1078
8. Canara Bank vs. Deccan Chronicle Holdings Limited and others CC 151/2013
9. Canara Bank vs. Deccan Chronicle Holdings Limited and others CC 29/2013
10. ICICI Bank Limited vs. Deccan Chronicle Holdings Ltd and others CC39/2013
Unilazer Ventures Limited vs. Deccan Chronicle Holdings Limited and others
11.
SS/2800202/2013
Securities and Exchange Board of India vs. Deccan Chronicle Holding Limited and 6 others
12.
100071/2016
None of these proceedings involve our Company, its Directors, or Promoters. Capt. Deepak Parasuraman,
brother of P. Karthik Iyer Parasuraman, has never been a director or shareholder in Deccan Chronicle
Holdings Limited.
Since these proceedings are unrelated to our Company, its Promoters, or Directors, they have no financial
or operational impact on us as of this date. However, as P. Karthik Iyer Parasuraman is a member of our
Promoter Group and the brother of our Promoter and Managing Director, Capt. Deepak Parasuraman,
any negative developments in these litigations could generate adverse publicity. This, in turn, may impact
the reputation, brand image, business, operational results, and financial condition of our Company.
7. Failure to comply with covenants in our Aircraft Lease Agreements could adversely affect our
Business operations and Financial conditions.
We have entered into aircraft lease agreements with various lessors for operating our fleet, including dry
lease arrangements. These agreements impose several restrictive and additional covenants that we are
required to adhere to throughout their terms. The key covenants include:
• Entering into valid and subsisting maintenance, repair, and overhaul service agreements;
• Possessing certificates such as airworthiness, registration, noise, and other relevant documents;
• Ensuring timely payment of agreed monthly rentals to the lessors;
• Maintaining compliance with all applicable laws and regulations, including DGCA
requirements;
• Ensuring aircraft operation by qualified and duly licensed pilots employed by us;
• Prohibiting subleasing or creating encumbrances such as liens or mortgages on the aircraft;
• Obtaining and maintaining all necessary licenses and certificates for aircraft operations;
• Maintaining comprehensive insurance coverage, including hull all-risk and third-party liability
insurance.
Additionally, under our dry lease agreements, we are responsible for ensuring the aircraft's health and
maintenance at the end of the lease term. This includes providing an FAA-approved certificate of fitness,
rectifying any damage, and facilitating the aircraft's deregistration from India in a manner acceptable to
the lessor. Failure to meet these obligations could lead to significant repercussions, such as the lessor
withholding or forfeiting the refundable deposit, extending the lease term with continued rental
obligations, or initiating litigation against us.
Although we have not, in the past, suffered any significant disruption in our business activities on account
of non-compliance with covenants mentioned in aircraft lease agreements, failure to comply with these
covenants or fulfil post-lease conditions could result in defaults under the agreements, repossession of
34aircraft, or legal disputes. Any such occurrences may negatively impact our business operations, financial
performance, and overall prospects. While we have not faced any disputes or litigations with lessors to
date, we cannot assure that we will remain fully compliant in the future or avoid adverse events related
to these agreements.
8. The existing aircraft operated by us on dry-lease basis and the pre-owned aircraft, which we intend to
acquire from the Net Proceeds, have a limited useful life. Further, we are vulnerable to any technical
issue or regulatory changes affecting our aircraft which may affect our business operations and
financial conditions.
Our existing fleet under dry lease arrangement includes a 13 seater Embraer Legacy 600 aircraft bearing
Indian registration mark VT-SSR which has an estimated balance useful life of ~47,000 flying hours
(16025 flight cycle) as on July 07, 2025. For further details, please see “Fleet and Aircraft Details - A.
Dry Lease Arrangements” in the chapter titled “Our Business” on page 158 of this Prospectus. The pre-
owned aircraft, which we propose to acquire on long-term dry lease basis has an estimated balance useful
life of ~39,500 flying hours (12,441 flight cycle) to ~51,600 flying hours (18,335 flight cycles). For
further details, please see “Details of the Objects of this Issue - 1. Funding capital expenditure towards
acquisition of six pre-owned new aircraft on long term dry lease basis” in the chapter titled “Objects of
the Issue” on page 105 of the Prospectus. While we benefit from lower upfront capital cost and
accelerated fleet induction due to acquisition of pre-owned aircraft on long term dry lease basis as
compared to acquisition of new aircraft, it also compresses remaining service life and can elevate
maintenance, reliability, and retrofit costs. If such pre-owned aircraft, or the aircraft already in our fleet,
reach the end of their certified economic life sooner than projected, or if they are affected by latent
technical defects that require accelerated inspections, major repairs or grounding, our capacity, costs,
cash flows and compliance status could be materially and adversely affected. Any defect or problem in
the aircraft models in our fleet may also result in the aviation authorities in India or elsewhere
implementing certain airworthiness directives, which may require us to bear substantial cost to repair
such defect. Further, our operations could be adversely affected if passengers avoid flying with us as a
result of a negative perception of our aircraft model due to real or perceived safety concerns or other
problems.
Modern commercial aircrafts are highly complex machines; even minor defects or administrative errors
can escalate into safety events, unplanned groundings or regulatory action. Due to the risks associated
with the aviation operations, the aviation industry operates under strict regulatory frameworks to ensure
the safety, reliability, and efficiency of aviation operations. Our business, being part of this highly
regulated sector, is subject to comprehensive oversight by the DGCA and compliance with airworthiness
requirements is critical to our operations. Any undetected defect on account of various reasons such as
aircraft design issues, premature component failure, data-entry error, documentation gap in scheduled
maintenance and inadvertent omission of flight-deck checklists may result in unforeseen technical
failure. Any failure to adhere to technical or safety norms for operating the aircraft may result in an
emergency, incident or accident. Any terrorist activity, animal hits may also result in aircraft disaster. If
our aircrafts gets involved in any accidents in the future, which may result in direct quantifiable losses,
such as passenger claims and repair and replacement costs, as well as indirect unquantifiable losses
associated with the public’s perception that our Company’s fleet is unsafe and unreliable, which may in
turn affect demand for our services.
In order to ensure the passenger safety and avoid any such incident, we follow all pre and post operative
safety checks as per the DGCA requirements. We have entered into an arrangement with DGCA approved
MRO service provider to carry our periodic repairs and maintenance activities of our aircraft. Our team
comprises of 3 personnel for Continuing Airworthiness Management Organization (CAMO). We are also
subject to periodic DGCA inspection to ensure independent assessment of airworthiness of our aircraft.
For further details, please see “Risk Factor 11 - The airline industry is subject to extensive regulation.
Any Changes in government regulations imposing additional restrictions on our operations could
increase our operating costs and result in service delays and disruptions” on page 34 of this Prospectus.
While no such incident has happened in past, we may be subject to regulatory scrutiny and loss of
reputation if any such incident occurs in future, which may adversely affect our business operations and
financial performance.
359. We are dependent on limited number of suppliers and contractors for supply of key spare parts and
consumable items for operating our aircrafts. We have not made any long-term supply arrangement
with our suppliers. In an event where our suppliers and contractors are unable to deliver us the
required resources in a time-bound manner it may have a material adverse effect on our business
operations and profitability.
Our Company is dependent on external suppliers and vendors for supply of key spare parts and
consumable items for operating our aircrafts; however, we have not entered into any long-term supply
agreement for the same. For the financial year ended March 31, 2025, March 31, 2024 and March 31,
2023, our purchases from top one (1), top five (5) and top ten (10) suppliers are as follows:
(₹ in lakhs)
Sr
Particulars FY 2024-25 FY 2023-24 FY 2022-23
No.
1. Purchase from top one (1) supplier 5,562.39 3,917.60 1,443.61
2. Purchase from top five (5) suppliers 12,518.02 8,149.87 2,721.42
3. Purchase from top ten (10) suppliers 13,556.90 8,508.67 2,757.21
Following is the contribution of our top one (1), top five (5) and top ten (10) suppliers in our direct
operating expenses and entry into service cost:
Sr
Particulars FY 2024-25 FY 2023-24 FY 2022-23
No.
1. % of direct operating expenses from top
38.39% 43.86% 51.78%
one (1) supplier
2. % of direct operating expenses from top
86.39% 91.83% 97.61%
five (5) suppliers
3. % of direct operating expenses from top
93.56% 95.25% 98.89%
ten (10) suppliers
There can be no assurance that strong demand, lack of required resources or other problems experienced
by our supplier will not result in occasional shortages or delays in their supply of key spare parts and
consumable items. While we have not experienced any significant disruption or delay in supply of
required key spare parts and consumable items which resulted in delay in our business activities, we
cannot assure you that no such delay would occur in future. If we experience a significant or prolonged
shortage of resources from any of our suppliers and we cannot arrange the required resources from other
sources, we would be unable to carry out our business operations in an effective manner, which would
adversely affect our revenue, margins and clients’ relations.
While we may find additional suppliers to supply these key spare parts and consumable items, any failure
of our suppliers to deliver these key spare parts and consumable items in the necessary quantities or to
adhere to delivery schedules, credit terms or specified quality standards and technical specifications may
adversely affect our business operations. As a result, we may lose customers which could have a material
adverse effect on our business, financial condition and results of operations. Further, there can be no
assurance that we will be able to effectively manage relationships with our existing or new suppliers or
that we will be able to enter into arrangements with new suppliers at attractive terms or at all. If we fail
to successfully leverage our existing and new relationships with suppliers, our business and financial
performance could be adversely affected.
10. We have experienced working capital requirements in the past and may continue to experience in
future also. If we experience insufficient cash flows from our operations or are unable to borrow to
meet our working capital requirements, it may materially and adversely affect our business, cash flows
and results of operations.
Working capital requirement in our business is relatively high because of the contractually agreed
progressive lease payment schedules based on our arrangements with various companies from whom we
have taken aircrafts on dry and wet lease basis. Our net working capital, calculated as total current assets
36less total current liability as per Restated Financial Statements, was ₹ 8,695.73 lakhs, ₹ 2,340.76 lakhs
and ₹ 429.38 lakhs, respectively, representing 44.85%, 21.98% and 12.59% of our revenue from
operations for the Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively.
Our business depends on generating sufficient operating cash flows from our charter operations.
However, factors such as fleet and equipment wear and tear, external exigencies, reduced demand due to
economic downturns, increased competition, and other challenges could affect our fleet's operational
capacity and utilization. This may require us to incur debt to meet regular cash flow needs.
We consistently work to improve our financial management practices to address working capital
challenges effectively. By actively managing credit terms, payment schedules, and contract agreements,
we seek to minimize risks associated with variations in working capital requirements. Furthermore, we
focus on prudent financial planning, diversifying financing options, and fostering strong relationships
with financial institutions to ensure efficient working capital management. While we have not, in the
past, suffered any significant disruption in our business activities on account of additional working capital
requirements and despite these proactive efforts, there is no guarantee that fluctuations in working capital
will not adversely affect our business operations or financial performance. For details related to working
capital requirement, see “Objects of the Issue” on page 105 of this Prospectus.
11. The airline industry is subject to extensive regulation. Any Changes in government regulations
imposing additional restrictions on our operations could increase our operating costs and result in
service delays and disruptions.
The aviation industry is extensively regulated throughout the world due to its inherent safety risks and
the potential for significant harm if regulations are not enforced. The DGCA regulates the manufacture
of aircraft and the operations of aircraft in the country. The Government of India and the Ministry of
Civil Aviation through the DGCA has broad powers to supersede our Board of Directors and suspend or
revoke our approval to operate.
In order to conduct and continue our operations, we must obtain and/or renew our approvals, licenses,
registrations and permits under the central and state governments, both domestic and international to the
extent that it charters its flights to overseas destinations. Such approvals, licenses, registrations and
permissions may impose conditions on us to provide prior intimation to the licensing authority before
effecting any change in our constitution or ownership in general. These approvals are subject to various
conditions and if we fail to obtain or renew such approvals, registrations and licenses in a timely manner,
we may not be able to continue with our operations, which may have an adverse effect on our business,
financial condition and results of operations.
On March 19, 2025, our Company received four Deficiency Reporting Forms (DRFs) from the DGCA
following a special operations audit conducted on March 11, 2025, focusing on performance-based
navigation (PBN) and Reduced Vertical Separation Minimum (RVSM) operations. All four DRFs were
classified as Level II findings, and our Company was directed to reply to the DRFs on or before March
29, 2025. The audit was conducted on the Embraer 135BJ aircraft (Legacy 600) and highlighted lapses
in maintenance certification compliance, failure to conduct mandated reports and review meetings, and
deficiencies in the internal audit framework, particularly in relation to special operations
On receipt of the DRF, our Company carried out corrective action responses and submitted its report to
the DGCA on March 26, 2025, addressing the observations with supporting documentation. Our
Company has since not received any further observation from the DGCA, and our Company has ensured
that it continues to adhere to the corrective action as suggested by the DGCA. However, we cannot assure
you that in the future, the DGCA will not impose any stricture or penalty on our Company for such lapses.
Our existing and additional fleet services may require various approvals to continue operations. Such
approvals, licenses, registrations and permissions may impose conditions upon us to provide prior
intimation to the relevant licensing authority before effecting any changes in our constitution or
ownership in general. These approvals are subject to various conditions. Our business prospects, results
of operations and financial conditions could be adversely affected if we fail to comply with any such
condition. Likewise, any inability or delay in renewing /applying for our license, registration, approval
37or permission could adversely affect our results of operations and financial conditions.
For details, see “Government and Other Statutory Approvals” on page 249 of this Prospectus.
12. We derive a significant portion of our revenue from a limited number of clients. Our inability to
acquire new clients or loss of all or a substantial portion to any of our major client, for any reason
and/or, continued reduction of the business from them, could have a material adverse impact on our
business, results of operations, financial condition and cash flows.
We derive a significant portion of our revenues from a limited number of clients. Our clients generally
include entrepreneurs, high ranking corporate leaders, politicians, diplomats, celebrities and other VIPs.
For the financial year ended March 31, 2025, March 31, 2024 and March 31, 2023, our revenue from top
one (1), top five (5) and top ten (10) clients are as follows:
(₹ in lakhs)
Sr Particulars FY 2024-25 FY 2023-24 FY 2022-23
No.
1. Revenue from top one (1) client 7,863.08 4,807.91 1,574.40
2. Revenue from top five (5) clients 17,556.05 9,988.95 3,085.77
3. Revenue from top ten (10) clients 18,429.53 10,260.42 3,391.97
Following is the contribution of our top one (1), top five (5) and top ten (10) clients in our total revenue
from operations:
Sr Particulars FY 2024-25 FY 2023-24 FY 2022-23
No.
1. % of total revenue from top one (1) client 40.55% 45.15% 46.16%
2. % of total revenue from top five (5) clients 90.54% 93.80% 90.47%
3. % of total revenue from top ten (10) clients 95.05% 96.35% 99.45%
A significant portion of our revenues may continue to come from our key clients. Although the
composition and mix of these clients vary from year to year, any decision by one or more of them to
cease or significantly reduce their business with us could lead to a decline in revenues, potentially
impacting our business, operational results, cash flows, and financial condition adversely.
While we have conducted substantial business with these clients in the past and have maintained strong,
long-term relationships, we have not entered into legally binding agreements or commitments with them.
As a result, we cannot guarantee that we will secure future business from these clients or that any future
orders will be on commercially favorable terms. The loss of business from one or more key clients could
adversely affect our revenues and profitability.
13. The aircraft proposed to be acquired through the proceeds of the Issue will be second-hand in nature.
The aircraft proposed to be acquired through the proceeds of the Issue will be pre-owned in nature,
aligning with industry standards in the market where our Company operates. Our existing fleet also
consists of pre-owned aircraft. While this is a common practice to balance cost-efficiency with
operational requirements, there are inherent risks associated with the use of pre-owned aircraft.
Despite conducting regular operational checks and adhering to all statutory maintenance requirements,
pre-owned aircraft may be more prone to unforeseen technical issues, wear and tear, or component
fatigue, compared to new aircraft. These factors could lead to higher maintenance costs, operational
downtime, and increased expenditures for repairs or part replacements, which may not typically arise
with newer aircraft.
Additionally, older aircraft may face stricter scrutiny by regulatory authorities, potentially resulting in
additional compliance requirements and associated costs. Such issues could adversely affect the
efficiency of our operations, increase our operational costs, and impact our profitability.
38For further details, please see section titled “Objects of the Issue - Funding capital expenditure towards
acquisition of six pre-owned aircraft on long term dry lease basis” on page 105 of the Prospectus
14. The name and logo of our Company have not been registered under the Trademarks Act, 1999. We
may not be able to protect our IPR, resulting in someone else being able to use or possibly challenge
our use of such intellectual property.
We have recently applied for our logo to be registered under the Trademarks Act,
1999. If we are unable to register or renew our trademark for various reasons including our inability to
remove objections to any trademark application, or if any of our unregistered trademark is registered in
favour of or used by a third party in India or abroad, we may not be able to claim registered ownership
of such trademark and consequently, we may not be able to seek remedies for infringement of those
trademarks by third parties other than relief against passing off by other entities, causing damage to our
business prospects, reputation and goodwill in India and abroad. Apart from this, any failure to register
or renew registration of our registered trademark may affect our right to use such trademark in future.
Further, our efforts to protect our intellectual property in India and abroad may not be adequate and any
third-party claim on any of our unprotected intellectual property may lead to erosion of our business
value and our reputation, which could adversely affect our operations. Third parties may also infringe or
copy our registered brand name in India and abroad which has been registered by us in India. We may
not be able to detect any unauthorized use or take appropriate and timely steps to enforce or protect our
trademarks in India and abroad.
Maintaining our brand name and identity is crucial to differentiating ourselves from competitors and
retaining our competitive edge both in India and internationally. If we fail to do so, we may lose
customers, which could negatively impact our financial performance and profitability. Additionally, our
ability to protect, enforce, or capitalize on our brand is subject to risks, including litigation. We cannot
guarantee that our brand will not be harmed in the future due to factors beyond our control, such as
customer complaints or negative publicity from various sources, both in India and abroad. Any damage
to our brand, if not addressed quickly and effectively, could have a significant adverse effect on our
business and competitive standing in the market.
15. We operate in a highly competitive market. Our business, operations and financial performance will
depend on how effectively we compete.
The commercial aviation market in India is primarily dominated by a few large players, while the private
air chartering sector remains highly fragmented and competitive. As of June 30, 2025, 125 entities hold
a Non-Scheduled Air Operator Permit (NSOP) in India (source: DGCA website). As the general aviation
industry and the economy continue to develop, we anticipate growing demand for private air charter
services, particularly for business-related travel. With this growth, we expect competition to intensify as
new market entrants emerge, existing competitors expand their operations, and we enter new markets
where we will face well-established players. Some of our competitors may have considerably more
resources at their disposal than we do. Our existing and future competitors or new entrants into the market
may undercut our fares in the future, increase capacity in an effort to increase their market share.
We believe competition in our industry is based on the ability to provide services and business capabilities
including:
(a) Competitive fares;
(b) Quality service;
(c) Health and upkeeping of aircrafts;
(d) Customized service approach;
39(e) Safety and security management;
(f) Higher number of assets in our fleet; and
(g) Brand recognition and reputation
Further, our market position will depend upon effective business development initiatives and our ability
to anticipate and respond to various factors affecting the industry, including and service innovations and
particular issues important to competition for longer-term charter contracts. Any failure by us to compete
effectively, including in terms of pricing or providing high-quality innovative services, could have a
material adverse effect on our results of operations.
Competition within the Indian Non-Scheduled Aviation Industry may intensify as new NSOPs are issued.
While increased competition would lead to more sophisticated and larger market for our services
resulting in an increase in revenue, it may also lead to intense price competition, which could adversely
affect our profit margins and increase the importance of the economies of scale.
16. Our insurance coverage may be inadequate, which could have an adverse effect on our financial
condition and results of operations.
Our operations are inherently subject to various risks, including hazards such as accidents, adverse
weather conditions, collisions, and fires, which are part of providing air charter services. These risks can
lead to personal injuries, loss of life, significant damage to property and equipment, and suspension of
operations. Additionally, in the event of any adverse incident involving our aircraft or business
operations, we may face regulatory scrutiny and potential actions. Due to these factors and others, we
may encounter challenges in maintaining adequate insurance coverage in the future, particularly at rates
that we consider reasonable.
While we maintain adequate insurance coverage, it may not be sufficient to cover all potential economic
losses. Based on our historical need for insurance, we recognize that the loss of our existing coverage, or
the loss, expropriation, confiscation, or significant damage to our aircraft, could negatively impact our
operations and financial condition. Although we have not experienced substantial uninsured losses over
the past three financial years, any significant uninsured loss in the future could leave us unable to recover
the full market value or replacement cost of our assets through our policies.
Further, we have not, in the past, suffered any major losses which were not covered under the insurance
and there have been no past instances where claims have exceeded the liability coverage under our
insurance policies during the last three financial years.
An event for which we are inadequately or insufficiently insured, or changes in our insurance terms—
such as increased premiums, higher deductibles, or co-insurance requirements—could adversely affect
our business, reputation, operational results, financial health, and cash flows. Additionally, we cannot
guarantee that we will be able to renew our insurance policies in the normal course of business, on
acceptable terms, within a reasonable timeframe, or at all.
17. We have not yet placed any order as per Objects of the Issue, which may have an adverse effect on
operations
The Company intends to utilise ₹ 8,047.24 lakhs from the Net Proceeds from the Issue towards funding
capital expenditure towards acquisition of six pre-owned aircraft on long term dry lease basis. While the
Company has obtained valid commercials (including quotation, agreement, pro forma invoice, proposals
and letter of intent) from the suppliers from whom the Company proposes to acquire these aircrafts, we
have not entered into any definitive agreements to utilize the net proceeds for capital expenditure relating
to fleet expansion or for general corporate purposes.
Such quotations are valid for a certain period of time and may be subject to revisions, and other
commercial and technical factors. We cannot assure that we will be able to undertake such capital
expenditure at the costs indicated by such quotations or that there will not be cost escalations over and
40above the contingencies proposed to be funded out of the Net Proceeds. Further, the actual amount and
timing of our future capital requirements may differ from our estimates as a result of, among other things,
unforeseen delays or cost overruns, unanticipated expenses, regulatory changes, engineering design
changes and technological changes, defects in design or construction, taxes and duties, interest and
finance charges, and other external factors which may not be within the control of our management.
Any delays in acquiring the aircrafts from the Net Proceeds of the Issue could result in cost and time
over run, which would adversely affect the operations and profitability of our Company. Delays in
delivery of the said machinery and fleet or damage or loss in transit will adversely affect our business,
operations and profitability. Further, if we are unable to procure aircrafts from the vendors from whom
we have obtained quotations, we cannot assure you that we may be able to identify alternative vendors
to provide us with the similar kind of aircrafts, which satisfy our requirements at acceptable prices. Our
inability to procure aircrafts at acceptable prices or in a timely manner may result in an increase in capital
expenditure, extension or variation in the proposed schedule of implementation and deployment of the
Net Proceeds, thereby resulting in an adverse effect on our business, prospects and results of operations.
We may also experience difficulties in integrating these pre-owned aircraft into our existing infrastructure
and operations. Further, in the event of any time and cost overruns, the Company confirms that the
additional funding requirements, if any, would be met by the Company through its internal accruals. Any
delays in acquiring the aircrafts from the Net Proceeds of the Issue could result in cost and time over run,
which would adversely affect the operations and profitability of our Company.
18. We are dependent on our individual Promoters, Directors, other Key Managerial Personnels,
including other employees with technical expertise. Any loss of or our inability to attract or retain such
persons could adversely affect our business, results of operations and financial condition.
We are dependent on our individual Promoters, Directors, other Key Managerial Personnels as well as
persons with technical expertise for strategic business decisions and managing our business, strategic
planning and operations. Their experience and leadership have played a key factor in our growth and
development. Our management team of qualified and experienced professionals enables us to identify
new avenues of growth and help us to implement our business strategies in an efficient manner. The
relationships and reputation that members of our management team and key employees have established
and maintain with our clients contribute to our ability to maintain good customer relations and to identify
new business opportunities. We cannot assure you that we will be able to retain these employees or find
adequate replacements in a timely manner, or at all. Any loss or interruption in the services of our Key
Managerial Personnel could significantly affect our ability to effectively manage our operations and to
meet our strategic objectives. In addition, we could incur additional expenses and need to devote
significant time and resources to recruit and train replacement personnel, which could further disrupt our
business and growth.
Competition for experienced management personnel in the private aviation sector is intense, the pool of
qualified candidates is limited. Our ability to meet continued success and future business challenges
depends on our ability to attract, recruit and train experienced, talented and skilled professionals and
retain our service engineers and sales and marketing professionals. Recruiting and retaining capable
personnel, particularly those with expertise and experience in our industry, are vital to our success. The
loss of the services of any key personnel or our inability to recruit or train a sufficient number of
experienced personnel or our inability to manage the attrition levels in different employee categories may
have an adverse effect on our financial results and business prospects. Further, as we expect to continue
to expand our operations, we will need to continue to attract and retain experienced personnel. If we are
unable to attract and retain qualified personnel, our results of operations may be adversely affected
19. If we are unable to recruit or retain our skilled staff or pilots, our operations may be affected, and it
may have an adverse effect on our revenue.
We compete with other aviation operators for skilled personnel, including pilots, engineers, quality
control staff, and technicians. Our competitors may offer more attractive compensation and benefit
packages, which could make it challenging for us to attract and retain such talent.
The aviation industry in India has historically faced shortages of skilled personnel, particularly in these
41critical roles. This shortage has driven significant upward trends in compensation for these positions in
recent years, poaching of pilots by competing operators has become increasingly common, prompting
the Government of India to introduce a mandatory six-month notice period for resigning pilots.
However, any future relaxation of these regulations could exacerbate the shortage of skilled personnel,
potentially impacting our ability to maintain smooth operations. Such challenges could lead to increased
operational costs and could adversely affect our ability to compete effectively in the market.
As on March 31, 2025, we have 23 permanent employees and has engaged 1 person on retainership basis.
For details, please see “Our Business- Human Resources” on page 163 of this Prospectus. Shortage of
skilled personnel or disruptions caused by disagreements with employees could have an adverse effect
on our business, results of operations, financial condition and cash flows. Although we have not
experienced any labour unrest in the last three Financial Years, there can be no assurance that we will not
experience disruptions in work or our operations due to disputes, strikes, work stoppages, work slow-
downs or lockouts at our facilities or other problems with our work force, which may adversely affect
our ability to continue our business operations.
Any labour unrest directed against us, could directly or indirectly prevent or hinder our normal operating
activities, and, if not resolved in a timely manner, could lead to disruptions in our operations.
The table below sets forth details of our employee benefit expense, during the Fiscals 2025, 2024 and
2023:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Employee Benefit Expenses (₹ in Lakhs) 451.40 94.64 61.74
Percentage of total expenses (in %) 2.89% 1.02% 2.02%
If we are unable to attract and retain skilled employees, including pilots and others, we may have to
reduce our operations, which could harm our revenues, or we may not be able to develop our business in
accordance with our business and expansion plans.
Our expansion plans will require us to recruit, train, and retain a substantial number of new employees
on an ongoing basis, particularly as we take possession of additional aircraft. However, with the
anticipated growth of the aviation sector, the expansion of existing players, and the entry of new
competitors, we may face challenges in hiring and retaining sufficient numbers of skilled personnel, such
as pilots, engineers, and technicians, to meet our current and future needs.
If we are unable to attract and retain these critical employees, it could limit our ability to expand
operations, potentially requiring us to scale back our services. Such constraints could negatively impact
our revenue and hinder the execution of our business and growth strategies.
20. There are certain instances of delays in payment of statutory dues. Any delay in payment of statutory
dues or non-payment of statutory dues in dispute may attract financial penalties from the respective
government authorities, which may have an adverse impact on our financial condition and cash flows.
There have been certain instances on delay in payment of statutory dues in last three fiscal years, which
inter-alia include, income-tax, goods and services tax, provident fund, employees’ state insurance,
professional tax and other statutory dues which as on the date of this Prospectus has been deposited with
relevant authorities.
The table below sets out details of statutory dues paid by our Company during the financial years 2025,
2024 and 2023, regularised later on:
(₹ in lakhs)
Nature of Payment Financial Year Financial Year Financial Year
2025 2024 2023
Provident Fund 7.78 5.22 -
Employee state insurance - - -
42Nature of Payment Financial Year Financial Year Financial Year
2025 2024 2023
Professional taxes 0.53 0.36 0.10
Labour welfare fund charges - - -
Goods and services tax 804.12 263.61 113.32
Taxes deducted or collected at source 52.55 192.52 42.70
Further, the table below sets out the number of permanent employees for which employment-related
statutory dues were applicable during the Financial Years 2025, 2024 and 2023:
Nature of Payment Financial Year Financial Year Financial Year
2025 2024 2023
Provident Fund 21 14 -
Employee state insurance - - -
Professional taxes 21 14 3
Labour welfare fund charges - - -
Taxes deducted or collected at source - - -
The table below sets out details of instances of delays in payment of statutory dues during Financial
Years 2025, 2024, and 2023:
(₹ in lakhs)
Nature of Payment Financial Year Financial Year Financial Year
2025 2024 2023
Provident Fund 0.74 2.25 -
Employee state insurance N.A. N.A. N.A.
Professional taxes - - 0.05
Labour welfare fund charges N.A. N.A. N.A.
Goods and services tax 9.81 37.65 68.68
Taxes deducted or collected at source 395.71 135.52 39.04
The delay in payment of the aforesaid statutory dues were on account of oversight by the accounts team,
however the same has been subsequently paid. The Company has also implemented internal controls to
track the compliances required, due dates and the actual date of compliances on a regular basis to ensure
such delays are prevented in future. There can be no assurance that such delays may not arise in future.
This may lead to financial penalties from respective government authorities which may have a material
adverse impact on our financial condition and cash flows.
21. Our Company has entered into related party transactions in the past and may continue to do so in
future. There can be no assurance that such transactions will not have an adverse effect on our results
of operations, and financial condition.
We have entered into and may in the course of our business continue to enter into transactions with
related parties that include our Promoters and our Group Company and affiliates. Although all related
party transactions that we have or may enter into, have been and will continue to be on arm’s length
commercial terms, or at a terms which shall be commercially beneficial to our Company, subject to board
or shareholders’ approval, as necessary under the Companies Act, 2013 and the SEBI LODR Regulations,
as applicable, we cannot assure you that such transactions, individually or in the aggregate, will not have
an adverse effect on our financial condition, cash flows and results of operations or that we could not
have achieved more favorable terms if such transactions had not been entered into with related parties.
Additionally, any such future transactions with our related parties could potentially involve conflicts of
interest. Further, we have not conducted any transfer pricing audit under the Income Tax Act, 1961 as the
provisions of transfer pricing are not applicable to our Company.
For further details in relation to our related party transactions, see “Restated Financial Statements –
Annexure 32 - Statement Of Related Parties Transaction As Restated” on page 219 of this Prospectus.
22. Our funding requirements and the deployment of Net Proceeds are based on management estimates
43and have not been independently appraised. Any variation in the utilisation of Net Proceeds of the
Issue as disclosed in this Prospectus shall be subject to compliance requirements, including prior
shareholders’ approval.
The fund requirement and deployment, as mentioned in the chapter titled as “Objects of the Issue” on
page 105 of this Prospectus is based on the estimates of our management and has not been appraised by
any bank or financial institution or any other independent agency. We intend to use the net proceeds of
the Fresh Issue for (i) capital expenditure towards acquisition of six pre-owned aircraft on long-term dry
lease basis; (ii) repayment/prepayment, in full or part, certain outstanding borrowings availed by our
Company; and (iii) general corporate purposes. We have not entered into any definitive agreements to
utilize the net proceeds for capital expenditures relating to fleet expansion or for general corporate
purposes. There can be no assurance that we will be able to conclude definitive agreements for such
capital expenditures on terms anticipated by us.
Whilst a monitoring agency has been appointed for monitoring the utilization of the Gross Proceeds, the
proposed utilization of the Gross Proceeds is based on current conditions, internal management estimates
and are subject to changes in external circumstances or costs, or in other financial condition, business or
strategy. We cannot assure that the current business plan will be implemented in its entirety or at all. In
view of the highly competitive and dynamic nature of our business, we may have to revise our business
plan from time to time and consequently these fund requirements.
Further, our Promoters would be required to provide an exit opportunity to Shareholders who do not
agree with our proposal to change the Objects of the Issue or vary the terms of such contracts, at a price
and manner as prescribed by SEBI. Additionally, the requirement on Promoters to provide an exit
opportunity to such dissenting shareholders may deter our Promoters from agreeing to the variation of
the proposed utilisation of the Net Proceeds, even if such variation is in the interest of our Company.
Further, we cannot assure you that the Promoters or the controlling shareholders of our Company will
have adequate resources at their disposal at all times to enable them to provide an exit opportunity at the
price prescribed by SEBI. In light of these factors, we may not be able to undertake variation of Objects
of the Issue to use any unutilized proceeds of the Issue, if any, or vary the terms of any contract referred
to in this Prospectus, even if such variation is in the interest of our Company. This may restrict our
Company’s ability to respond to any change in our business or financial condition by redeploying the
unutilised portion of Net Proceeds, if any, or varying the terms of contract, which may adversely affect
our business and results of operations.
Further, we cannot assure that the actual costs or schedule of implementation under chapter titled
“Objects of the Issue” on page 105 of this Prospectus will not vary from the estimated costs or schedule
of implementation. Any such variance may be on account of one or more factors, some of which may be
beyond our control and will be subject to applicable rules and regulations. The occurrence of any such
event may delay our business plans and/or may have an adverse bearing on our expected revenues and
earnings.
23. Our Company have extended loans or advances to related parties, and any failure or default by our
related parties to repay such loans in accordance with the terms and conditions of the financing
arrangement could trigger repayment obligations on them, which may impact our business and
operations
Our Company have, in the ordinary course of business or otherwise, extended loans or advances to related
parties. While these transactions are undertaken in compliance with applicable laws, there can be no
assurance that such related parties will perform their obligations in a timely manner, or at all.
For further details, please see “Restated Financial Statements – Annexure 32 - Statement Of Related
Parties Transaction As Restated” on page 219 of this Prospectus.
While there has been no default in repayment of loans given to related parties in past, any default or
failure on the part of our related parties to repay the loans in a timely manner in future could have an
adverse impact on our business, results of operation and financial conditions.
4424. Our success partially relies on achieving consistently high daily aircraft utilization. However,
maintaining high utilization levels can increase the risk of delays, making the fleet more vulnerable
to disruptions.
One of the key elements of our business strategy is to maintain high daily aircraft utilization, which
represents the average number of block hours operated per day per aircraft for the total aircraft fleet.
High daily aircraft utilization allows us to enhance the efficiency of our operations and generate more
revenue from our aircraft and is achieved in part by reducing turnaround time at airports so that we can
fly more hours on an average in a day. Aircraft utilization is reduced by delays resulting from the
following factors, most of which are beyond our control:
• security requirements;
• air traffic and airport congestion;
• adverse weather conditions;
• defects or mechanical problems with our aircraft;
• unavailability of cockpit and in-flight crew;
• strikes or work stoppages; and
• acts of third parties upon which we rely for requirements such as fuelling and maintenance.
Our Company employs strategies aimed at reducing turnaround times and enhancing operational
efficiency. We continuously monitor and optimize flight schedules, invest in maintenance and preventive
measures to minimize aircraft downtime, and maintain strong relationships with third-party service
providers. Despite these efforts, external factors may still impact our ability to achieve optimal fleet
utilization, which could adversely affect our business performance.
25. The premises of our Registered Office is not owned by us, but taken on service agreement basis. Our
inability to renew service agreement or any adverse impact on the title or ownership rights in relation
to these premises may impede our operations.
We do not own our registered office. The office we currently use is provided to us by Innovent Spaces
Private Limited, with a lease validity until December 15, 2026. Below are the details of the premises:
Nature of Property Address Service Provider Validity
Registered Office Plot No. 16 (NP), 3rd Innovent Spaces 39 Months (September
Floor, Indiqube Private Limited 16, 2023 to December
Palmyra, SIDCO 15, 2026)
Industrial Estate,
Ekkatuthangal, Guindy
Industrial Estate,
Chennai, Chennai City
Corporation,Tamil
Nadu – 600032, India.
Our inability to renew the service agreement or any adverse changes to the terms or conditions related to
these premises could hinder our operations and impact our business continuity.
We cannot assure you that we will be able to continue the above arrangement in relation to the service of
the Company’s registered office on commercially acceptable / favourable terms in future. If we are
required to vacate the current premises, we would be required to make alternative arrangements for new
office and other infrastructure, and we cannot assure that the new arrangements will be on commercially
acceptable/favourable terms. If we are required to relocate our business operations during this period, we
45may suffer a disruption in our operations or have to pay higher charges, which could have an adverse
effect on our business, prospects, results of operations and financial condition.
26. Our Promoters will continue jointly to retain majority control over our Company after the Issue, which
will allow them to determine the outcome of matters submitted to shareholders for approval.
After completion of the Issue, our Promoters will collectively own 56,18,998 of the Equity Shares of our
Company. As a result, our Promoters will be able to exercise a significant degree of influence over us
and will be able to control the outcome of any proposal that can be approved by a majority shareholder
vote, including, the election of members to our Board, in accordance with the Companies Act and our
AoA. Such a concentration of ownership may also have the effect of delaying, preventing or deterring a
change in control of our Company.
In addition, our Promoters will continue to have the ability to cause us to take actions that are not in, or
may conflict with, our interests or the interests of some or all of our creditors or minority shareholders,
and we cannot assure you that such actions will not have an adverse effect on our future financial
performance or the price of our Equity Shares.
27. If the Company fails to comply with airworthiness requirements, our aircraft may be grounded by
DGCA or the license to operate may be suspended which could adversely affect our operations.
The aviation industry operates under strict regulatory frameworks to ensure the safety, reliability, and
efficiency of aviation operations. Our business, being part of this highly regulated sector, is subject to
comprehensive oversight by the DGCA and compliance with airworthiness requirements is critical to our
operations.
Failure to comply with these requirements could lead to significant repercussions on our business. The
DGCA may ground one or all of our aircrafts if they are found to be non-compliant with airworthiness
standards. This could severely disrupt our operations, limiting our ability to provide services to clients
and fulfill contractual obligations, which may result in reputational damage and financial losses.
Furthermore, any failure to adhere to DGCA directives, or mandatory safety guidelines—either due to
oversight, delays, or resource constraints—could attract penalties, including fines or operational
restrictions. Persistent non-compliance could even result in the suspension or revocation of our license
to operate as an air charter service provider.
Such regulatory actions may not only impair our performance but also lead to higher operational costs.
Additionally, delays in rectifying these issues could further exacerbate the negative impact on our
business, including the loss of client trust and potential legal liabilities.
28. Our business is dependent on a limited number of suppliers for aircraft, engines, maintenance
services, spare parts, and tools. Any problems with this equipment or these suppliers, whether real or
perceived, could harm our business.
The aviation industry is characterized by a notably low availability of aircraft that meet the operational
and regulatory requirements for supply to India. This scarcity results in a limited pool of suitable
suppliers, maintenance engineers, and spare parts providers. Consequently, our options for sourcing
essential equipment and services are restricted to a low number of suppliers, service providers, and
lessors.
Any disruptions, delays, or quality issues with these suppliers, whether actual or perceived, could
adversely impact our operations. This dependency also increases the risk of higher costs due to limited
competition among suppliers and potential delays in procuring critical components, which could affect
the availability of our fleet and our ability to meet customer demand. Such challenges could harm our
business, operational efficiency, and financial performance, further amplifying risks related to
maintenance and fleet expansion.
4629. We pay most of our aircraft lease rentals in foreign currency and also import a significant portion of
spares, special tools and equipment, used in our business and as a result we are subject to foreign
currency fluctuations.
We have acquired one aircraft on a long-term dry lease basis and entered into an aircraft charter service
agreement with two international business jet operators, allowing us to use their fleets on a wet lease
arrangement to meet our clients' needs. Additionally, we import a significant portion of the spare parts,
tools, and equipment necessary for the maintenance of our aircraft, as well as various tools and equipment
for our proposed MRO (Maintenance, Repair, and Overhaul) and hangar services.
As these imports are generally paid for in foreign currencies, including the U.S. Dollar, we are exposed
to fluctuations in foreign exchange rates. The exchange rate between the Indian Rupee and other major
currencies has experienced substantial changes in recent years, and it may continue to fluctuate
significantly in the future.
The following table sets out our earnings and expenditure in foreign exchange currency, exchange rate
fluctuation losses, and as a percentage of revenue from operations for the periods indicated:
(₹ in Lakhs)
Financial year ended
Particular
March 31, 2025 March 31, 2024 March 31, 2023
Total earnings in foreign currency 14,922.98 9,184.20 2,722.71
Total Expenditure in foreign currency 13,128.99 9,164.57 2,501.84
Net Foreign exchange Gain/(Loss) 63.40 23.05 33.83
Exchange rate fluctuation loss as a
0.33% 0.22% 0.99%
percentage of revenue from operations (%)
Following table represent foreign currency exposure outstanding at the end of the respective period.
Particular As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Security Deposit (US$) 50,73,270 21,73,270 8,83,270
Trade Receivable (US$) 20,19,088 7,63,951 1,03,297
Trade Payable (US$) 3,78,487 13,412 2,20,000
Trade Payable (HK$) 1,424.50 - -
Trade Payable (Euro) 2,885.14 - -
For further details see “Restated Financial Statements” on page 202 of this Prospectus.
To date, we do not have a hedging policy and have not entered into any hedging transactions in an effort to
reduce our exposure to foreign currency risk. While we may decide to enter into hedging transactions in the
future, the availability and effectiveness of these hedges may be limited. In addition, the policies of the Reserve
Bank of India (“RBI”) may change from time to time, which may limit our ability to effectively hedge our
foreign currency exposures and may have an adverse effect on our business, financial condition, cash
flows and results of operations.
30. Our maintenance and fuel costs will increase as our fleet ages.
The airline industry is characterized generally by high fixed cost obligations, primarily for lease charges,
aircraft fuel, engineering and maintenance charges, debt service and rent. As the industry grows and
expands, we anticipate a rise in both maintenance and fuel costs.
Currently, the average age of our aircraft is relatively less, and they require less maintenance than older
aircraft would. However, as our fleet continues to age, the need for more frequent and extensive
maintenance, including heavy maintenance, will increase. This will result in higher operational costs as
more resources will be needed for repairs and upkeep.
Additionally, older aircraft generally consume more fuel, and we expect our fuel expenses to rise in both
absolute terms and relative to newer aircraft models that may become available in the market. As the
47proportion of owned aircraft in our fleet grows, leading to an increase in the overall age of the fleet,
maintenance costs could increase even further.
We intend to utilise ₹ 8,047.24 lakhs from the Net Proceeds from the Issue towards funding capital
expenditure towards acquisition of six pre-owned aircraft on long term dry lease basis. While the initial
acquisition cost of pre-owned aircraft may be lower than new aircraft, these aircraft typically require
frequent maintenance and repairs due to their age and potential obsolescence. Moreover, pre-owned
aircraft may consume more fuel than newer models, leading to higher long-term operating costs. The
decision to acquire pre-owned aircraft carries a risk of balancing the initial savings with the potential for
higher maintenance and fuel costs, which could have a material adverse effect on our financial
performance.
Any significant escalation in maintenance and fuel expenses due to the aging of our fleet could have a
material adverse impact on our business operations, financial performance, and overall financial
condition.
31. Airport congestion, lack of airport infrastructure and facilities, increased airport costs and other
airport operational challenges could adversely affect our business.
Our operations and future growth are dependent on access to sufficient airport infrastructure in India and
other markets where we currently operate or may seek to operate.
Adverse changes in the availability and cost of terminal space, slots and aircraft parking may adversely
affect our operations. One of the key airports from which we operate, Mumbai, is highly congested
aircraft movement handling is currently at or near maximum capacity. Parking bays for aircraft and prime
time departure slots in Mumbai are approaching full capacity. In addition, in some of the major airports,
such as New Delhi and Bengaluru there is limited availability of parking bays, and capacity constraints
may become an issue in the future.
We are expanding our fleet and require additional ground and maintenance facilities, including gates,
hangars and support equipment. These and other required facilities and equipment may not be available
in a timely manner or on economic terms in certain airports that we operate in. Our inability to lease,
acquire or access airport facilities on reasonable terms or at preferred times to support our growth could
have a material adverse effect on our operations. The cost of using airport infrastructure and facilities
such as landing and parking charges has increased in the past and may continue to increase in the future.
Such cost increases may adversely affect our operating results. Our ability to pass on such increased costs
to our passengers is limited by several factors, including economic and competitive conditions. Airport
operators or the relevant aviation regulator may refuse to grant us, or may modify or revoke our access
to, terminal space, slots and parking bays, which may adversely affect us.
32. We rely on third parties to provide us with facilities and services that are integral to our business.
We have entered into agreements with third-party contractors to provide certain facilities and services
required for our operations, such as aircraft maintenance, satellite navigation, software subscription and
other related services.
We expect to enter into similar agreements in any new markets we enter. The loss or expiration of these
contracts or any inability to renew them or negotiate contracts with other providers at comparable rates
could harm our business. Our reliance on others to provide essential services for us also gives us less
control over costs, and the efficiency, timeliness and quality of contract services.
We have experienced no disruptions in the past, any prolonged disruption or unavailability of such
facilities in a timely manner could result in delays or non-supply or may require us to look for alternative
sources which may be cost inefficient, thereby adversely affecting our operations, profitability, reputation
and market position.
4833. Our reputation, operations and financial condition could be harmed in the event of an accident or
sufficiently disruptive or dangerous incident involving any of our aircraft.
We face the potential for significant losses if any of our aircraft is involved in an emergency, accident,
terrorist incident, or other disasters. Such events could lead to substantial costs, including passenger
claims, the need for repairs or replacement of the damaged aircraft, and its temporary or permanent
removal from service.
While we maintain insurance coverage to mitigate these risks, there is no assurance that the amount of
coverage will be adequate in the event such circumstances arise. In addition, any such incident may lead
to a substantial increase in our insurance premiums, which could further impact our financial
performance.
Furthermore, even if the incident is fully covered by insurance, any future accidents or incidents
involving our aircraft could harm our reputation. Public perception of our safety and reliability may be
negatively affected, making customers perceive us as less trustworthy compared to other charter services.
This could have a lasting adverse effect on our business operations and customer base.
34. We have experienced rapid growth over the past few years, and if we are unable to sustain or effectively
manage this growth, it could negatively impact our cash flow, operational results, and overall financial
condition.
Owing to our relatively limited operating history and lower base for comparison of financial metrics, we
have experienced significant growth in recent past. Our revenue from operation has increased from ₹
3,410.72 lakhs in financial year 2023 to ₹ 19,389.56 lakhs in financial year 2025, representing a CAGR
of 138.43%. As our operations becomes more mature, we may not be able to sustain our rates of growth,
due to a variety of reasons including a higher base for comparison of financial metrics, increased
competition in general aviation industry, low availability of required fleets of aircraft, degradation in
quality of services or a general slowdown in the economy. A failure to sustain our growth may have an
adverse effect on our business, our cash flows, results of operations and financial condition.
Further, as we scale-up our operations, we may not be able to execute our operations efficiently, which
may result in increased costs and lower revenue. We cannot assure you that our future performance or
growth strategy will be successful. Our failure to manage our growth effectively may have an adverse
effect on our prospects, results of operations and financial condition.
35. We have issued Equity shares in the last one year from the date of this Prospectus, which could have
been issued at a price lower than the issue price.
In the last one year, we have made allotments of Equity Shares by way of private placement of Equity
Shares which could have been issued at a price lower than the issue price. We also issued new equity
shares through bonus issue of shares to the shareholders, which are given without any consideration to
the shareholders. For details relating to number of shares issued, date of allotment etc. see “Capital
Structure” on page 81 of this Prospectus. The Issue Price is not indicative of the price that will prevail in
the open market following listing of the Equity Shares.
36. Certain sections of this Prospectus disclose information from the industry report which has been
commissioned and paid for by us exclusively in connection with the Issue and any reliance on such
information for making an investment decision in the Issue is subject to inherent risk
We have availed the services of an independent third-party research agency, CARE Analytics Advisory
Private Limited (“CARE”) to prepare a report titled “Research Report on Private Jet Industry” dated
November 2024 (“CareEdge Report”), that has been exclusively commissioned and paid for by us, for
purposes of inclusion in this Prospectus. The Industry Report is available on the website of our Company
at www.sbsaviation.in. Our Company, our Promoter and our Directors are not related to CARE. Industry
sources and publications are also prepared based on information as of specific dates and may no longer
be current or reflect current trends. Industry sources and publications may also base their information on
estimates, projections, forecasts and assumptions that may prove to be incorrect. While we have assumed
49responsibility for the contents of the report and have taken reasonable care in the reproduction of the
information, we make no representation or warranty, express or implied, as to the accuracy or
completeness of such facts and statistics. Further, the Industry Report is not a recommendation to invest/
disinvest in any company covered in the Industry Report. Accordingly, prospective investors should not
place undue reliance on or base their investment decision solely on this information.
In view of the foregoing, you may not be able to seek legal recourse for any losses resulting from
undertaking any investment in the Issue pursuant to reliance on the information in this Prospectus based
on, or derived from, the Industry Report. You should consult your own advisors and undertake an
independent assessment of information in this Prospectus based on, or derived from, the Industry Report
before making any investment decision regarding the Issue.
For further details, kindly refer “Industry Overview” on page 129 of this Prospectus.
37. Operating results may fluctuate due to seasonality.
The Company’s operations are influenced by seasonality. In India, certain periods of the year align with
increased activity in industries such as tourism, sports (e.g., Indian Premier League and Indian Super
League), weddings, and elections, which positively impact our operations. Conversely, unfavorable
seasons, such as the monsoon period, tend to affect operations adversely due to less optimal conditions.
With a significant proportion of fixed cost obligations, these seasonal variations are likely to result in
fluctuations in our quarterly results of operations within a fiscal year.
38. The general aviation industry is in a fairly nascent stage and hence our business operations and
expansion activities may be constrained by inadequate airport infrastructure and slower than expected
improvement of the same in India.
Following are the major issues concerning the development of private aviation in India with respect to
lack of airport infrastructure:
• There are fewer dedicated business-aircraft terminals in India as compared to other large
economies such USA, UK and China. This means that private jet travellers have to go through
the same security checks as all the general scheduled airline flyers and this in effect dilutes the
operational efficiencies that can be provided by private air charters.
• Lack of available private aviation infrastructure in India and sharing of infrastructure with the
scheduled airlines, leads to slot constraints, and air traffic congestion which in effect lead to
long holding times, lower utilisation of aircraft and hence reduced operational profitability.
• Lack of Night Parking Stands at major airports and lack of navigational aids at many smaller
airports lead to sub-optimal route network strategies.
The Indian Government along with the Ministry of Aviation has shown an intent to improve the airport
infrastructure for private airlines, however, inadequate airport infrastructure and slower than expected
improvement in the same, could adversely affect our growth plans and business strategies.
39. The average cost of acquisition of Equity Shares by our Promoters could be lower than the floor price.
Our Promoters’ average cost of acquisition of Equity Shares in our Company could be lower than the
Floor Price of the Price Band as may be decided by the Company in consultation with the Book Running
Lead Manager. The average cost of acquisition of Equity Shares acquired by our Promoters is set out
below:
50Promoters Average cost of acquisition per
Equity Share (in ₹) ^*
Capt. Deepak Parasuraman 13.18
Kannan Ramakrishnan 116.28
Ambashankar 116.28
Bastimal Kishanraj 53.30
Shreshtha Business Solutions LLP 17.89
^ As certified by A. John Moris & Co., Chartered Accountants, pursuant to their certificate dated July 24, 2025
* Adjusted for issue of bonus in ratio of 2:1 allotted on November 25, 2024.
For more details regarding weighted average cost of acquisition of Equity Shares by our Promoters and
build-up of Equity Shares by our Promoters in our Company, see “Capital Structure” on page 81 of this
Prospectus.
40. Talent retention is critical to operations in the Aviation Industry.
An experienced pilot crew and an efficient schedule management team are pivotal for the seamless
functioning of an aviation business. We are currently supported by a highly skilled flying crew along
with a team of seasoned maintenance and scheduling professionals. This team includes senior engineers
and staff with work experience across domestic and global aviation sectors.
Given the limited availability of skilled talent in the industry, retaining such personnel requires
competitive remuneration to prevent attrition. Our continued success relies heavily on our ability to
recruit and retain these skilled professionals, which is vital to ensuring the efficiency and safety of our
operations.
41. We had negative cash flows from Operating Activities for certain periods. Any negative cash flows in
future could affect our operations and financial conditions.
The following table sets forth certain information relating to our cash flows for the Fiscals 2025, 2024
and 2023:
(₹ in lakhs)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Net cash generated from/ (used in) operating activities 1.14 118.95 349.93
Net cash generated from/ (used in) investing activities (2,760.19) (3,728.66) (247.50)
Net cash generated from/ (used in) financing activities 6,908.12 4,189.65 147.42
Net increase / (decrease) in cash and cash 4,149.08 579.95 249.85
equivalents
We have sustained negative cash flow from operating in past, primarily attributable to increase in trade
receivables, increase in other current assets etc. We have sustained negative cash flow from investing
activities in past, attributable to increase in other non-current assets, purchase of property, plant and
equipment etc. For further details see, “Management’s Discussion and Analysis of Financial Condition
and Result of Operations - Cash Flows” on page 235 of this Prospectus.
There can be no assurances that cash flows will be positive in the future thereby creating an adverse
impact on our ability to meet working capital expenditure, repay loans without raising finance from
external resources. If we are not able to generate sufficient cash flows, it may adversely affect our
business and financial operations.
Further, we had faced a negative free cash flow to equity in past one out of three years. The following
table sets forth certain information relating to our free cash flow to equity for the Fiscals 2025, 2024 and
2023:
51(₹ in Lakhs)
Description Years Ended March 31
2025 2024 2023
Cash flow from operations(1) 1.14 118.95 349.93
Less : Purchase of Fixed Assets(2) (56.46) (540.45) -
Add : Net Borrowings(3) 1,537.08 (80.72) (117.81)
Less : Interest Expense (net of tax) (4)* (152.87) (64.63) (91.99)
Free Cash to Equity (1,328.89) (566.84) 140.13
(1) Cash flow from operations is calculated as cash generated from operating activities less income tax paid, as per restated
financial statements
(2) Purchase of Fixed Assets is calculated as purchase of property, plant, and equipment (PPE) (including capital work in progress
(CWIP)) (–) sale proceeds of PPE and CWIP (if any) (+) Capital Advances (if any).
(3) Net Borrowings is calculated as proceeds from long-term borrowings and compulsory convertible debentures (-) repayments
of long-term borrowings (+) proceeds from short-term borrowings (-) repayments of short-term borrowings
(4) Interest expense (net of tax) is calculated as interest expense on total (i.e., Long term as well as short term) borrowings (x) (1
– effective tax rate). Effective tax rate is calculated as [1-(profit after tax / profit before tax)]
* These figures includes, along with Interest on Borrowings, Finance Charges paid for availing Credit Facilities
There can be no assurances that free cash flow to equity will be positive in the future thereby creating an
adverse impact on our ability to meet the requirement for being available free cash flow for distribution
to Equity Shareholders without raising new equity from existing / external resources. If we are not able
to generate sufficient free cash flow to equity, it may adversely affect our ability to distribute free cash
flow to Equity Shareholders.
42. We are subject to restrictive covenants in certain short-term and long-term debt facilities provided to
us by our lenders.
We have entered into agreements for availing financial facilities from various lenders. Certain covenants
in these agreements require us to obtain approval/ permission from our lenders in certain conditions.
These conditions include availing further borrowings from financial institutions, maintaining minimum
level of security implementation, undertaking of guarantees obligation, among others. We cannot assure
that these approvals would be forthcoming when we apply for the same. For further details in this regard,
including approvals obtained from our lenders for the Issue, please refer “Financial Indebtedness” on
page 239 of this Prospectus.
43. We may be unable to detect, deter and prevent instances of fraud or other misconduct committed by
our employees which may have a material adverse effect on our business, results of operations and
financial condition.
Our operations may be vulnerable to incidents of fraud or misconduct by employees, including the
unauthorized disclosure of confidential information, unauthorized business transactions, bribery, or
violations of applicable laws or internal policies. Such actions could lead to regulatory actions, legal
proceedings, and reputational damage, adversely affecting our business operations and credibility. While
we have not encountered such instances in the past, we recognize the potential risks posed by employees,
support staff, pilots, and other personnel.
We take reasonable measures to prevent corruption by including anti-bribery clauses by ways of
representations and warranties in our agreements and also provide training to our employees on anti-
corruption laws and regulations.
Although we have controls in place with respect to the handling of such cases, we may be unable to
prevent, detect or deter all such instances of misconduct, which if occurs could lead to regulatory
sanctions and serious harm to our reputation. While there have been no past instances of any such fraud
or misconduct committed by our employees, we cannot assure you that our employees will not commit
any fraud or other misconduct in the future.
Further, we may not be able to identify non-compliance and suspicious transactions in a timely manner.
Any such misconduct committed against our interests, which may include past acts that have gone
undetected or future acts, may have a material adverse effect on our business, results of operations and
52financial condition.
44. The Company has not paid any dividend in the past on its Equity Shares. Our ability to pay dividends
in the future will depend on our earnings, financial condition, working capital requirements, capital
expenditures and restrictive covenants of our financing arrangements.
The Company has not paid any dividend on Equity Shares in the past. Whether our Company pays
dividends in the future and the amount of any such dividends, if declared, will depend upon a number of
factors, including our results of operations and financial condition, contractual restrictions and other
factors considered relevant by our Board of Directors and shareholders. There is no assurance that our
Company will declare and pay, or have the ability to declare and pay, any dividends on Equity Shares at
any point in the future.
45. We may experience adverse financial performance during economic downturn.
The airline industry is significantly impacted by broader economic conditions. During periods of
economic slowdown, the industry often encounters challenges that put pressure on profitability and
operational performance.
A downturn in the global or Indian economy could reduce demand for both business and leisure travel,
directly impacting our revenues. Moreover, an economic slowdown in one country could create ripple
effects in other regions, including India. Declining investor confidence in global financial systems,
particularly in emerging markets, could heighten volatility in Indian financial markets and weaken the
overall Indian economy.
Any resulting decline in airline passenger traffic due to these factors could adversely impact our
operations and financial performance.
46. Our Company has certain contingent liabilities and commitments, which, if they materialize, may
adversely affect our results of operations, financial condition and cash flows.
The table below set forth our contingent liabilities as of March 31, 2025:
(₹ in lakhs)
Particulars As at March 31, 2025
Claims against the Company not acknowledged as debt
(a) TDS demand 46.27
(b) Income Tax demand -
(c) GST 13.65
Other money for which the Company is contingently liable -
Commitments -
Total 59.92
Notes:
(a) TDS demand
The Company has TDS demand as per TRACES due to interest and late fees for the total demand amount of Rs 46.27
Lakhs. However the company has plans to file rectification against the outstanding TDS with the appropriate authorities
and the company is confident of obtaining relief from the demand.
(b) GST
The Company has demand in GST for Rs. 13.65 Lakhs for FY 21-22 with respect to claim of ITC for an inadvertent error
of reporting zero value in the GST Annual return. The same has been taken up by the company with the GST department
and submitted the relevant proof substantiating it. Since it was an inadvertent error, in all likelihood the order may be
reversed by the department.
There can be no assurance that we will not incur similar or increased levels of contingent liabilities in
the current Financial Year or in the future and that our existing contingent liabilities will not have material
adverse effect on our business, financial condition, results of operations and cash flows. For further
details in relation to our contingent liabilities, please refer to the section entitled "Restated Financial
53Information" and “Management’s Discussion and Analysis of Financial Position and Results of
Operations” on page 202 and 226, respectively, of this Prospectus.
47. It may not be possible for investors outside India to enforce any judgment obtained outside India
against our Company or our management or any of our associates or affiliates in India, except by way
of a suit in India.
We are incorporated under the laws of India and all of our Directors and executive officers reside in India.
Furthermore, all of our Company’s assets are located in India. As a result, you may be unable to:
• effect service of process in jurisdictions outside India, including in the United States, upon our
Company; or
• enforce in Indian courts judgments obtained in courts of jurisdictions outside India against our
Company, including judgments predicated upon the civil liability provisions of the securities
laws of jurisdictions outside India.
India has reciprocal recognition and enforcement of judgments in civil and commercial matters with a
limited number of jurisdictions. A judgment from certain specified courts located in a jurisdiction with
reciprocity must meet certain requirements of the Code of Civil Procedure, 1908, as amended, or the
Civil Code. The United States and India do not currently have a treaty providing for reciprocal
recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment
for the payment of money rendered by any federal or state court in a non-reciprocating territory, such as
the United States, for civil liability, whether or not predicated solely upon the general securities laws of
the United States, would not be enforceable in India under the Civil Code as a decree of an Indian court.
The United Kingdom, Singapore and Hong Kong have been declared by the Government of India to be
reciprocating territories for purposes of Section 44A of the Civil Code. A judgment of a court of a country
which is not a reciprocating territory may be enforced in India only by a suit on the judgment under
Section 13 of the Civil Code, and not by proceedings in execution. Section 13 of the Civil Code provides
that foreign judgments shall be conclusive regarding any matter directly adjudicated on except (i) where
the judgment has not been pronounced by a court of competent jurisdiction, (ii) where the judgment has
not been given on the merits of the case, (iii) where it appears on the face of the proceedings that the
judgment is founded on an incorrect view of international law or refusal to recognize the law of India in
cases to which such law is applicable, (iv) where the proceedings in which the judgment was obtained
were opposed to natural justice, (v) where the judgment has been obtained by fraud or (vi) where the
judgment sustains a claim founded on a breach of any law then in force in India.
EXTERNAL RISK FACTORS
48. This Prospectus includes certain non-GAAP financial measures and certain other selected statistical
information related to our operations and financial performance. These non-GAAP measures and
statistical information may vary from any standard methodology that is applicable across the broking
industry, and therefore may not be comparable with financial or statistical information of similar
nomenclature computed and presented by other broking companies.
Certain non-GAAP financial measures such as earnings before depreciation, adjusted profit after tax,
total net income and interest service coverage ratio (together the “Non-GAAP Measures”) and certain
other statistical information relating to our operations and financial performance have been included in
this section and elsewhere in this Prospectus. Such non-GAAP measures are a supplemental measure of
our performance and liquidity that is not required by, or presented in accordance with, Indian GAAP, Ind
AS, IFRS or US GAAP. Further, these Non-GAAP Measures are not a measurement of our financial
performance or liquidity under Indian GAAP, Ind AS or IFRS and should not be considered in isolation
or construed as an alternative to cash flows, profit/ (loss) for the years/ period or any other measure of
financial performance or as an indicator of our operating performance, liquidity, profitability or cash
flows generated by operating, investing or financing activities derived in accordance with Indian GAAP,
Ind AS, US GAAP or IFRS.
54In addition, these Non-GAAP Measures and other statistical information relating to our operations and
financial performance are not standardised terms, hence a direct comparison of these non-GAAP
measures between companies may not be possible. Other companies may calculate Non-GAAP Measures
differently from us, limiting its usefulness as a comparative measure. We compute and disclose such
Non-GAAP Measures and such other statistical information relating to our operations and financial
performance as we consider such information to be useful measures of our business and financial
performance, and because such measures are frequently used by securities analysts, investors and others
to evaluate the operational performance of broking businesses, many of which provide such non-GAAP
financial measures and other statistical and operational information when reporting their financial results.
49. Hostilities/ civil unrest in India may have material adverse impact on the market for securities in
India.
India has from time-to-time experienced instances of hostilities from neighbouring countries, including
Pakistan and China. In recent years, military confrontations between India and Pakistan have occurred
in Kashmir and along the India-Pakistan border, although the Governments of India and Pakistan have
recently engaged in conciliatory efforts. Military activity or terrorist attacks like terror attacks on Mumbai
in November 2008, in the future could influence the Indian economy by disrupting communications and
making travel more difficult. Such political tensions could create a greater perception that investments
in Indian companies involve a high degree of risk. Events of this nature in the future, as well as social
and civil unrest, could influence the Indian economy and could have material adverse effect on the market
for securities of Indian companies.
50. A slowdown in economic growth in India and other unfavourable changes in political and economic
factors may adversely affect our business and results of operations.
Our business facilities and clients are primarily located in India. Our Company, the market price and
liquidity of our Equity Shares, may be adversely affected by fluctuations in foreign exchange rates and
controls, interest rates, changes in Government policy, taxation, social and civil unrest and other negative
political developments like any abrupt change in the Central or any State Government wherever we have
business interests, etc., economic developments like very high rate of inflation, slowdown in growth,
decrease in foreign investments, etc. or other developments in or affecting India. Particularly slowdown
in economic growth may make the Governments spend relatively less on agriculture and agricultural
growth is also linked to overall economic growth, which may ultimately be unfavourable to the
Company’s business. The rate of economic liberalization could change, and specific laws and policies
affecting our business, suppliers, foreign investment, currency exchange rates and other matters affecting
our business are also subject to change. A significant change in the Government’s or Indian State
Governments’ economic liberalization and deregulation policies could adversely affect business and
economic conditions in India generally and our business and financial condition and prospects in
particular.
51. Natural calamities and force majeure events may have an adverse impact on our business.
Air Charter Operations are prone to accidents due to bad weather conditions in air and on ground. We
would also be prone to other natural hazards such as Earthquakes, Floods, and Landslides. Natural
disasters may cause significant interruption to our operations, disruption to our flight schedules and
damage to the needed airport infrastructure that could have a material adverse impact on us. Secondly,
the extent and severity of these natural disasters determines their impact on the Indian economy.
Prolonged spells of deficient or abnormal rainfall and other natural calamities could have an adverse
impact on the Indian economy, which could adversely affect our business and results of operations.
52. Depreciation of rupee against foreign currencies may have adverse effect on operations.
While substantially all of our revenues are denominated in Rupees, we are exposed to foreign exchange
rate risk as a substantial portion of our expenses are denominated in U.S. Dollars, all of our aircraft
leases, parts, tools and other equipment purchased, our aircraft fuel and a significant portion of our
aircraft maintenance expenses. In addition, the cost of aircraft fuel sourced domestically could be
55adversely impacted by the depreciation of the Rupee against the U.S. Dollar as domestic aircraft fuel
prices are derived from international fuel prices which are denominated in U.S. Dollars. Accordingly,
any depreciation of the Rupee against the U.S. Dollar will significantly increase the Rupee cost of our
operations. We may or may not be able to pass increased costs to our customers by increasing our prices
without a decrease in our load factors. Please see the chapter “Presentation of Financial, Industry and
Market Data—Exchange Rates” on page 17 of this Prospectus.
ISSUE RELATED RISKS
53. The market price of our equity shares may fluctuate due to volatility of the Indian securities
market.
There may not be an active or liquid market for our Equity Shares, which may cause the price of the
Equity Shares to fall and may limit your ability to sell the Equity Shares. The Issue Price of the Equity
Shares in this Issue will be determined by our Company in consultation with the BRLM, and it may not
necessarily be indicative of the market price of the Equity Shares after this Issue is complete. You may
be unable to resell your Equity Shares at or above the Issue Price and, as a result, you may lose all or
part of your investment. The price at which the Equity Shares will trade after this Issue will be determined
by the marketplace and may be influenced by many factors, including:
• our financial results and the financial results of the companies in the businesses we operate in;
• the history of, and the prospects for, our business and the sectors and industries in which we
compete;
• an assessment of our management, our past and present operations, and the prospects for, and
timing of, our future revenues and cost structures;
• the present state of our development; and
• the valuation of publicly traded companies that are engaged in business activities similar to ours.
In addition, the Indian stock market has from time to time experienced significant price and volume
fluctuations that have affected the market prices for the securities of Indian companies. As a result,
investors in the Equity Shares may experience a decrease in the value of the Equity Shares regardless of
our operating performance or prospects. The market price of our Equity Shares may fluctuate due to the
volatility of the Indian securities market and may be more volatile than the securities markets in other
countries. Stock exchanges in India have, in the past, experienced substantial fluctuations in the prices
of listed securities. The stock exchanges in India have experienced problems, including broker defaults
and settlement delays, which, if were to continue or recur, could affect the market price and liquidity of
the securities of Indian companies, including our Equity Shares. In addition, the governing bodies of the
various Indian stock exchanges have from time to time imposed restrictions on trading in certain
securities, limitations on price movements and margin requirements. Furthermore, from time to time
disputes have occurred between listed companies and stock exchanges and other regulatory bodies, which
in some cases may have had a negative effect on market sentiment.
54. There are restrictions on daily movements in the price of equity shares of a listed company in India,
which may adversely affect a shareholder’s ability to sell, or the price at which any shareholder
can sell equity shares at a particular point in time.
On listing of our Equity Shares, we would be subject to a daily “circuit breaker” imposed by all stock
exchanges in India, which does not allow transactions beyond specified increases or decreases in the
price of the Equity Shares. This circuit breaker operates independently of the index-based market-wide
circuit breakers generally imposed by SEBI on Indian stock exchanges. The maximum movement
allowed in the price of the Equity Shares before the circuit breaker is triggered is determined by the Stock
Exchange based on the historical volatility in the price and trading volume of the Equity Shares. The
Stock Exchange does not inform the listed company of the triggering point of the circuit breaker in effect
from time to time, and may change it without the knowledge of the listed company. This circuit breaker
56limits the upward and downward movements in the price of the Equity Shares. As a result of this circuit
breaker, no assurance may be given regarding your ability to sell your Equity Shares or the price at which
you may be able to sell your Equity Shares at any particular time.
55. You may not be able to immediately sell any of our Equity Shares purchased through this Issue on
Stock Exchanges until the receipt of appropriate trading approvals from Stock Exchanges.
Our Equity Shares will be listed on the EMERGE platform of National Stock Exchange of India Limited.
Pursuant to Indian regulations, certain actions must be completed before the Equity Shares can be listed
and trading may commence. Investors demat accounts with depository participants in India are expected
to be credited within two working days of the date on which the basis of allotment is approved by the
Designated Stock Exchange. Thereafter, upon receipt of trading approval from the Stock Exchanges,
trading in the Equity Shares is expected to commence within seven working days of the date on which
the basis of allotment is approved. We cannot assure you that the Equity Shares will be credited to
investors’ demat accounts, or that trading in the Equity Shares will commence, within the time periods
specified above. Any delay in obtaining the approvals would restrict your ability to dispose of your
Equity Shares.
56. Our Shares have never been traded publicly before and this Invitation may not result in an active
or liquid market for our Shares. The market prices of, and trading volumes in, our Shares may be
volatile which could negatively affect an investment in our Shares.
Prior to this Offer, there has been no public market for our Equity Shares. The trading price of our Equity
Shares may fluctuate after this Offer due to a variety of factors, including our results of operations and
the performance of our business, competitive conditions, general economic, political and social factors,
volatility in the Indian and global securities markets, trends in business and leisure travel, the
performance of the Indian and global economy and significant developments in India’s fiscal regime.
There can be no assurance that an active trading market for our Equity Shares will develop or be sustained
after this Offer, or that the price at which our Equity Shares are initially offered will correspond to the
prices at which they will trade in the market subsequent to this Offer.
57. After this Issue, the price of the Equity Shares may be volatile, or an active trading market for the
Equity Shares may not develop.
Prior to this Issue, there has been no public market for the Equity Shares. The trading price of the Equity
Shares may fluctuate after this Issue due to a variety of factors, including the results of operations and
the performance of our business, competitive conditions, general economic, political and social factors,
volatility in the Indian and global securities markets, the performance of the Indian economy and
significant developments in India‘s the financial year regime.
In addition, it is possible that in any future quarter our operating results could be below the expectations
of investors and any published reports or analysis regarding the Company. In that event, the price of our
Equity Shares could decline.
We expect our quarterly operating results to fluctuate in the future based on a variety of factors, including:
• the timing and success of our growth plans as we lease or purchase additional aircrafts, increase
operations from existing bases or start new bases;
• changes in contract revenues, fuel, aircraft and helicopter rentals, and maintenance costs;
• increases in personnel, marketing and other operating expenses to support our anticipated
growth; and changing competitive environment
There can be no assurance that an active trading market for the Equity Shares will develop or be sustained
after this Issue, or that the price at which the Equity Shares are initially offered will correspond to the
prices at which they will trade in the market subsequent to this Issue.
5758. There is no guarantee that the Equity Shares will be listed on the Stock Exchange in a timely
manner or at all, and any trading closures at Stock Exchange may adversely affect the trading
price of our Equity Shares.
In accordance with Indian law and practice, permission for listing of the Equity Shares will not be granted
until after those Equity Shares have been issued and allotted. Approval for listing and trading requires all
other relevant documents authorizing the issuing of the Equity Shares to be submitted. There could be a
failure or delay in listing the Equity Shares on the Stock Exchange. Any failure or delay in obtaining the
approval would restrict your ability to dispose of the Equity Shares.
59. A third party could be prevented from acquiring control of us because of the anti-takeover
provisions under Indian law.
There are provisions in Indian law that may delay, deter or prevent a future takeover or change in control
of our Company. Under the takeover regulations, an acquirer has been defined as any person who, directly
or indirectly, acquires or agrees to acquire shares or voting rights or control over a company, whether
individually or acting in concert with others. Although these provisions have been formulated to ensure
that the interests of investors/shareholders are protected, these provisions may also discourage a third
party from attempting to take control of our Company. Consequently, even if a potential takeover of our
Company would result in the purchase of the Equity Shares at a premium to their market price or would
otherwise be beneficial to our shareholders, such a takeover may not be attempted or consummated
because of Indian takeover regulations.
60. Our assets and operations are located in India, and we are subject to regulatory, economic and
political uncertainties in India and a significant change in the central and state governments’
economic liberalization and deregulation policies could disrupt our business.
Under the foreign exchange regulations currently in force in India, transfers of shares between non-
residents and residents are freely permitted (subject to certain exceptions) if they comply with the pricing
guidelines and reporting requirements specified by the RBI. If the transfer of shares, which are sought to
be transferred, is not in compliance with such pricing guidelines or reporting requirements or fall under
any of the exceptions referred to above, then prior approval of the RBI will be required. Additionally,
shareholders who seek to convert the Rupee proceeds from a sale of shares in India into foreign currency
and repatriate that foreign currency from India will require a no objection/ tax clearance certificate from
the income tax authority. There can be no assurance that any approval required from the RBI, or any
other government agency, can be obtained on any particular terms or at all.
61. Any future issuance of our Equity Shares may dilute prospective investors' shareholding, and sales
of our Equity Shares by our Promoters or other major shareholders may adversely affect the
trading price of our Equity Shares.
Any future equity offerings by us, or the issue of Equity Shares pursuant to exercise of stock options
under the employee stock option plan, or sale of Equity Shares by our Promoters (following the
completion of statutory periods of lock-in required to be maintained under applicable laws) may lead to
dilution of investor shareholding in our Company or affect the market price of the Equity Shares and
could impact our ability to raise capital through an offering of our securities. In addition, any perception
by investors that such issuances might occur could also affect the market price of our Equity Shares.
62. Rights of shareholders under Indian law may be more limited than under the laws of other
jurisdictions.
Indian legal principles related to corporate procedures, directors’ fiduciary duties and liabilities may
differ from those that would apply to a company in another jurisdiction. Investors may have more
difficulty in asserting their rights as shareholders in an Indian company than as shareholder of a
corporation in another jurisdiction. Shareholders’ rights under Indian law may not be as extensive as
shareholders’ rights under the laws of other jurisdictions. Under the Companies Act, prior to issuance of
any new equity shares, a public limited company incorporated under Indian law must offer its equity
shareholders pre-emptive rights to subscribe to a proportionate number of equity shares to maintain
58existing ownership, unless such pre-emptive rights are waived by a special resolution by a three-fourths
majority of the equity shareholders voting on such resolution. If you are a foreign investor and the law
of the foreign jurisdiction that you are in does not permit the exercise of such pre-emptive rights without
our filing an offering document or registration statement with the applicable authority in such foreign
jurisdiction, you will be unable to exercise such pre-emptive rights, unless we make such a filing. If we
elect not to file an offering document or a registration statement, the new securities may be issued to a
custodian, who may sell the securities for your benefit. The value such custodian receives on the sale of
any such securities and the related transaction costs cannot be predicted. To the extent that you are unable
to exercise pre-emptive rights granted in respect of our Equity Shares, your proportional interest in our
Company would decline.
63. Individual Investors, QIBs and Non-Institutional Bidders are not permitted to withdraw or lower
their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting
a Bid.
Pursuant to the SEBI ICDR Regulations, Individual Investors, QIBs and Non-Institutional Bidders are
not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount)
at any stage after submitting a Bid. While we are required to complete Allotment, listing and
commencement of trading pursuant to the Issue within three (3) Working Days from the Bid/ Issue
Closing Date, events affecting the Bidders’ decision to invest in our Equity Shares, including adverse
changes in international or national monetary policy, financial, political or economic conditions, our
business, results of operations, cash flows and financial condition may arise between the date of
submission of the Bid and Allotment, listing and commencement of trading. We may complete the
Allotment, listing and commencement of trading of our Equity Shares even if such events occur and such
events may limit the Bidders’ ability to sell our Equity Shares Allotted pursuant to the Issue or may cause
the trading price of our Equity Shares to decline on listing.
64. The Issue Price of the Equity Shares may not be indicative of the market price of the Equity Shares
after the Issue.
The Issue Price may not be indicative of the market price for the Equity Shares after the Issue. The market
price of the Equity Shares could be subject to significant fluctuations after the Issue and may decline
below the Issue Price. There can be no assurances that investors who are allotted Equity Shares through
the Issue will be able to resell their Equity Shares at or above the Issue Price.
65. Foreign investors are subject to foreign investment restrictions under Indian law that limits our
ability to attract foreign investors, which may adversely impact the market price of the Equity
Shares.
Under the foreign exchange regulations currently in force in India, transfers of shares between non-
residents and residents are freely permitted (subject to certain exceptions) if they comply with the pricing
guidelines and reporting requirements specified by the RBI. If the transfer of shares, which are sought to
be transferred, is not in compliance with such pricing guidelines or reporting requirements or fall under
any of the exceptions referred to above, then prior approval of the RBI will be required. Additionally,
shareholders who seek to convert the Rupee proceeds from a sale of shares in India into foreign currency
and repatriate that foreign currency from India will require a no objection/ tax clearance certificate from
the income tax authority. There can be no assurance that any approval required from the RBI, or any
other government agency, can be obtained on any particular terms or at all.
66. You may be subject to Indian taxes arising out of capital gains on sale of Equity Shares.
Under current Indian tax laws and regulations, capital gains arising from the sale of equity shares in an
Indian company are generally taxable in India. Any gain realized on the sale of shares on a stock exchange
held for more than 12 months will not be subject to capital gains tax in India if the securities transaction
tax (“STT”) has been paid on the transaction. The STT will be levied on and collected by an Indian stock
exchange on which equity shares are sold. Further, any gain realized on the sale of listed equity shares
held for a period of 12 months or less will be subject to short term capital gains tax in India, if securities
transaction tax has been paid on the transaction. Any gain realized on the sale of shares held for more
59than 24 months to an Indian resident, which are sold other than on a recognized stock exchange and as a
result of which no STT has been paid, will be subject to long term capital gains tax in India. Further, any
gain realized on the sale of equity shares held for a period of 24 months or less which are sold other than
on a recognized stock exchange and on which no STT has been paid, may be subject to short term capital
gains tax at relatively higher rate as compared to the transaction where STT has been paid in India.
67. Rights of shareholders under Indian law may be more limited than under the laws of other
jurisdictions.
Our Articles of Association and applicable law govern our corporate affairs. Legal principles related to
these matters and the validity of corporate procedures, directors' fiduciary duties and liabilities, and
shareholders' rights may differ from those that would apply to a company incorporated under the laws of
another jurisdiction. Shareholders' rights under Indian law may not be as extensive as shareholders' rights
under the laws of other countries or jurisdictions. Consequently, investors may have more difficulty in
asserting their rights as shareholder in an Indian company than as shareholder of a corporation
incorporated under the laws of another jurisdiction.
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60SECTION III – INTRODUCTION
THE ISSUE
The following is the summary of the Issue:
Particulars Details
Equity Shares Issued through Public Issue:*(1)(2) Issue of 45,57,000 Equity Shares of ₹10/- each at an Issue
Present Issue of Equity Shares by our Company Price of ₹ 225 per Equity Share aggregating to ₹
10,253.25 Lakhs
Of which:
Issue Reserved for the Market Makers 2,29,800 Equity Shares of face value of ₹ 10/- each at an
Issue price of ₹ 225/- per Equity Share aggregating to ₹
517.05 Lakhs
Net Issue to Public 43,27,200 Equity Shares of ₹10/- each at an Issue Price
of ₹ 225/- per Equity Share aggregating to ₹ 9,736.20
Lakhs
Of which*:
A. Allocation to Qualified Institutional 21,61,800 Equity Shares of face value ₹10/- each at an
Buyers(3)(4) Issue Price of ₹ 225/- per Equity Share each aggregating
to ₹ 4,864.05 Lakhs
Of which:
(i) Anchor Investor Portion 12,96,000 Equity Shares of face value of ₹ 10/- each at an
Issue Price of ₹ 225/- per Equity Share aggregating to ₹
2,916.00 Lakhs
(ii) Net QIB portion (assuming Anchor Investor 8,65,800 Equity Shares of face value of ₹ 10/- each at an
Portion is fully subscribed) Issue Price of ₹ 225/- per Equity Share aggregating to ₹
1,948.05 Lakhs
Of which:
(a) Available for allocation to Mutual Funds 43,200 Equity Shares of face value of ₹ 10/- each at an
only (5% of the Net QIB Portion) Issue Price of ₹ 225/- per Equity Share each aggregating
to ₹ 97.20 Lakhs
(b) Balance of QIB Portion for all QIBs 8,22,600 Equity Shares of face value of ₹ 10/- each at an
including Mutual Funds) Issue Price of ₹ 225/- per Equity Share each aggregating
to ₹ 1,850.85 Lakhs
B. Allocation to Non-Institutional Investors(5) 6,49,800 Equity Shares of face value of ₹ 10/- each at an
Issue Price of ₹225/- per Equity Share aggregating up to
₹ 1,462.05 Lakhs
Of which:
(a) One third of the portion available to Non- 2,16,600 Equity Shares of face value of ₹ 10/- each at an
Institutional Investors was reserved for Issue Price of ₹ 225/- per Equity Share aggregating to ₹
Applicants with Application size of more 487.35 Lakhs
than two lots and up to such lots
equivalent to not more than ₹10 lakhs
(b) Two-third of the Non-Institutional Portion 4,33,200 Equity Shares of face value of ₹ 10/- each at an
available for allocation to Bidders with an Issue Price of ₹ 225/- per Equity Share each aggregating
application size of more than ₹ 10,00,000 to ₹ 974.70 Lakhs
C. Allocation to Individual Investors 15,15,600 Equity Shares of face value of ₹ 10/- each at an
Issue Price of ₹ 225/- per Equity Share each aggregating
to ₹ 3,410.10 Lakhs
Pre Issue and Post Issue Equity Shares
Equity Shares outstanding prior to the Issue 1,27,46,751 Equity Shares of face value of ₹10/- each
Equity Shares outstanding after the Issue* 1,73,03,751 Equity Shares of face value of ₹10/- each
Use of Proceeds For further details, see ‘Objects of the Issue’ on page 105
of this Prospectus.
*Subject to finalization of the Basis of Allotment number of shares may need to be adjusted for lot size upon determination of issue price.
61Notes:
(1) The Issue was being made in terms of Chapter IX of the SEBI ICDR Regulations, as amended from time to time. This Issue was being
made by our company in terms of Regulation of 229 (2) and Regulation 253 (1) of the SEBI ICDR Regulations read with Rule
19(2)(b)(i) of the SCRR wherein not less than 25% of the post – issue paid up equity share capital of our company was being issued
to the public for subscription.
(2) The present Issue has been authorized pursuant to a resolution of our Board dated February 08, 2025 and by Special Resolution
passed under Section 62(1)(c) of the Companies Act, 2013 at an Extra-Ordinary General Meeting of our shareholders held on March
05, 2025.
(3) Our Company may, in consultation with the BRLM, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary
basis. The QIB Portion will accordingly be reduced for the Equity Shares allocated to Anchor Investors. One-third of the Anchor
Investor Portion shall be reserved for Mutual Funds, subject to valid Bids being received from Mutual Funds at or above the Anchor
Investor Allocation Price. In the event of under-subscription in the Anchor Investor Portion, the remaining Equity Shares was added
to the Net QIB Portion. 5% of the Net QIB Portion was available for allocation on a proportionate basis to Mutual Funds only, and
the remainder of the Net QIB Portion was available for allocation on a proportionate basis to all QIB Bidders, including Mutual
Funds, subject to valid Bids being received at or above the Issue Price. In the event the aggregate demand from Mutual Funds is less
than as specified above, the balance Equity Shares available for Allotment in the Mutual Fund Portion will be added to the Net QIB
Portion and allocated proportionately to the QIB Bidders in proportion to their Bids. For further details, see “Issue Procedure” on
page 283.
(4) Subject to valid Bids being received at or above the Issue Price, undersubscription, if any, in any category, except in the QIB Portion,
would be allowed to be met with spill-over from any other category or combination of categories of Bidders at the discretion of our
Company in consultation with the Book Running Lead Manager and the Designated Stock Exchange, subject to applicable laws.
(5) Not less than 15% of the Net Issue was available for allocation on a proportionate basis to Non-Institutional Investors wherein (a)
one third of the portion available to Non-Institutional Investors was reserved for Applicants with Application size of more than two
lots and up to such lots equivalent to not more than ₹10 lakhs; (b) two third of the portion available to Non-Institutional Investors
was reserved for Applicants with Application size of more than ₹10 lakhs; and (c) any unsubscribed portion in either of the sub-
categories specified in clauses (a) or (b), may be allocated to Applicants in the other sub-category of Non-Institutional Investors;
and not less than 35% of the Issue will be available for allocation to Individual Investors, who applies for minimum application size
in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. All potential Bidders
(except Anchor Investors) are required to mandatorily utilize the Application Supported by Blocked Amount (“ASBA”) process
providing details of their respective ASBA accounts, in which the corresponding Bid Amounts will be blocked by the SCSBs or by the
Sponsor Bank under the UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. Anchor Investors are not
permitted to participate in the Issue through the ASBA process. For further details, please see “Issue Procedure” on page 283 of this
Prospectus.
In the event of over-subscription, allotment shall be made on a proportionate basis, subject to valid Bids received
at or above the Issue Price. Allocation to investors in all categories, except the Individual Investors Portion, shall
be made on a proportionate basis subject to valid bids received at or above the Issue Price. The allocation to each
Individual Investor shall not be less than the minimum Bid Lot, and subject to availability of Equity Shares in the
Individual Investor Portion, the remaining available Equity Shares, if any, shall be allocated on a proportionate
basis.
In the event of an under-subscription in the issue and compliance with Rule 19(2)(b) of the SCRR, our Company
and the BRLM shall first ensure Allotment of Equity Shares issued pursuant to the Fresh Issue by the Issuer.
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62SUMMARY OF FINANCIAL INFORMATION
The following tables provide the summary of financial information of our Company derived from the Restated
Financial Information as at and for the Financial Years ended March 31, 2025, March 31, 2024 and March 31,
2023. The Restated Financial Information referred to above are presented under “Restated Financial Information”
on page 202. The summary of financial information presented below should be read in conjunction with the
“Restated Financial Information” and “Management’s Discussion and Analysis of Financial Condition and
Result of Operations” on pages 202 and 226, respectively.
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63FLYSBS AVIATION LIMITED
(Formerly Known as FLYSBS AVIATION PRIVATE LIMITED)
Plot No 16(NP), 3rd Floor, Indiqube Palmyra, SIDCO Industrial Estate, Ekkatuthangal, Guindy Industrial Estate, Chennai-600032, Tamilnadu
CIN : U62200TN2020PLC136959
STATEMENT OF ASSETS AND LIABILITIES AS RESTATED
(Amount in ₹ Lakhs)
Annx As at
Particulars
No. March 31, 2025 March 31, 2024 March 31, 2023
I. EQUITY AND LIABILITIES
1 Shareholders' Funds
(a) Share Capital 6 1,274.68 321.02 215.00
(b) Reserves and Surplus 7 13,762.99 6,323.14 957.47
(c) Money received against share warrants - - -
15,037.67 6,644.16 1,172.47
2Share Application money Pending Allotment - - -
3Non-Current Liabilities
(a) Long-Term Borrowings 8 766.49 57.11 26.89
(b) Deferred Tax Liabilities (Net) 9 171.51 115.56 1.95
(c) Other Long Term Liabilities - - -
(d) Long-Term Provisions 10 11.07 7.00 0.44
949.07 179.67 29.28
3 Current Liabilities
(a) Short-Term Borrowings 11 1,026.18 198.47 309.42
(b) Trade Payables
(A) Total Outstanding Dues of Micro and Small Enterprises 4.79 0.80 -
(B) Total Outstanding Dues of Creditors Other than Micro and 12
404.77 54.83 217.24
Small Enterprises
(c) Other Current Liabilities 13 746.28 396.40 171.09
(d) Short-Term Provisions 14 1,014.82 241.05 112.06
3,196.84 891.55 809.81
TOTAL EQUITY AND LIABILITIES 19,183.58 7,715.38 2,011.55
II. ASSETS
1 Non-Current Assets
(a) Property, Plant & Equipment and Intangible Assets
(i) Property, Plant & Equipment 15 542.53 520.31 7.16
(ii) Intangible Assets - - -
(iii) Capital work-in-progress - - -
(iv) Intangible Assets under Development 0.70 - -
(b) Non-Current Investments - - -
(c) Long-term loans and advances 16 4,594.78 2,051.08 726.20
(d) Other Non-Current Assets 17 2,153.00 1,911.69 39.00
7,291.01 4,483.08 772.36
2 Current Assets
(a) Current Investments - - -
(b) Inventories 18 890.93 671.48 -
(c) Trade Receivables 19 2,087.39 659.91 453.82
(d) Cash & Cash Equivalents 20 4,982.50 833.42 253.47
(e) Short term loans and advances 21 2,529.57 1,047.09 506.76
(f) Other Current Assets 22 1,402.18 20.40 25.13
11,892.58 3,232.30 1,239.19
TOTAL ASSETS 19,183.58 7,715.38 2,011.55
64FLYSBS AVIATION LIMITED
(Formerly Known as FLYSBS AVIATION PRIVATE LIMITED)
Plot No 16(NP), 3rd Floor, Indiqube Palmyra, SIDCO Industrial Estate, Ekkatuthangal, Guindy Industrial Estate, Chennai-600032, Tamilnadu
CIN : U62200TN2020PLC136959
STATEMENT OF PROFIT & LOSS AS RESTATED
(Amount in ₹ Lakhs)
For the Year Ended
Annx
Particulars
No. March 31, 2025 March 31, 2024 March 31, 2023
I. Income
Revenue From Operations 23 19,389.56 10,648.69 3,410.72
Other Income 24 148.82 23.42 57.53
Total Revenue 19,538.38 10,672.11 3,468.25
II Expenditure
Direct Operating Expense 25 14,489.31 8,932.87 2,788.15
Employee Benefit Expenses 26 451.40 94.64 61.74
Finance Costs 27 209.87 79.95 110.02
Depreciation & Amortisation Expenses 28 31.57 27.30 1.29
Other Expenses 29 456.44 145.74 95.52
Total Expenditure 15,638.60 9,280.51 3,056.73
Profit Before Exceptional and Extraordinary Items and Tax (I-
III 3,899.78 1,391.61 411.52
II)
IV Exceptional and Extraordinary Items - - -
V Profit/(Loss) Before Tax (III-IV) 3,899.78 1,391.61 411.52
VI Tax Expense:
(a) Current Tax 1,014.79 153.07 68.45
(b) Deferred Tax 44.38 113.61 (0.99)
VII Profit/(Loss) for the Year After Tax (V-VI) 2,840.61 1,124.92 344.06
VIII Earnings per Equity Share of Rs.10 Each
- Basic 25.47 14.41 5.64
- Diluted 25.47 14.41 5.64
Weighted Average No. of Shares ( in Lakhs ) 111.51 78.08 61.01
65FLYSBS AVIATION LIMITED
(Formerly Known as FLYSBS AVIATION PRIVATE LIMITED)
Plot No 16(NP), 3rd Floor, Indiqube Palmyra, SIDCO Industrial Estate, Ekkatuthangal, Guindy Industrial Estate, Chennai-600032, Tamilnadu
CIN : U62200TN2020PLC136959
STATEMENT OF CASH FLOW AS RESTATED
(Amount in ₹ Lakhs)
For the Year Ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
A CASH FLOWS FROM OPERATING ACTIVITIES:
Net Profit Before Tax 3,899.78 1,391.61 411.52
Adjustments for:
Depreciation and Amortisation 31.57 27.30 1.29
Provision for Gratuity 4.07 6.59 (0.07)
(Profit) / Loss on sale of assets 1.97 - -
Finance Cost 209.87 79.95 110.02
Unrealised Foreign Exchange Loss/(Gain) 3.85 (9.00) (33.83)
Interest Income (85.13) (0.37) (0.08)
Operating Profit before working capital changes: 4,065.98 1,496.08 488.85
Adjustments for Changes in Working Capital:
(Increase)/Decrease in Trade Receivables (1,427.48) (206.09) 143.09
(Increase)/Decrease in Inventories (219.45) (671.48) -
(Increase)/Decrease in Short term loans and Advances (1,482.48) (540.33) (433.21)
(Increase)/Decrease in Other Current Assets (1,398.67) 4.73 48.25
Increase/(Decrease) in Trade and Other Payables 353.94 (161.61) 66.29
Increase/(Decrease) in Other Current Liabilities 364.89 225.31 80.29
Cash Generated from Operations 256.72 146.61 393.55
Income Taxes Paid (255.57) (27.66) (43.62)
NET CASH FROM OPERATING ACTIVITES (A) 1 .14 1 18.95 349.93
B CASH FLOWS FROM INVESTING ACTIVITIES
Interest Received 85.13 0.37 0.08
(Increase)/Decrease in Long term loans and Advances (2,547.54) (1,315.88) (267.09)
(Increase)/Decrease in Other Non-Current Assets (241.31) (1,872.69) 19.50
(Purchase)/Sale of Property, Plant and Equipment (56.46) (540.45) -
NET CASH USED IN INVESTING ACTIVITIES (B) (2,760.19) (3,728.66) (247.50)
C CASH FLOWS FROM FINANCING ACTIVITES
Interest paid (184.00) (76.40) (109.77)
Proceeds from Issuance of Share capital 5,555.04 4,346.77 375.00
Proceeds from Long-Term Borrowings 797.51 188.89 614.51
Repayment of Long-Term Borrowings (88.13) (158.66) (859.70)
Proceeds from Short-Term Borrowings 18,230.31 790.90 3,306.53
Repayment of Short-Term Borrowings (17,402.60) (901.85) (3,179.15)
NET CASH USED IN FINANCING ACTIVITIES (C) 6,908.12 4,189.65 147.42
D NET INCREASE IN CASH AND CASH EQUIVALENT (A+B+C) 4,149.08 579.95 249.85
Opening Cash and Cash Equivalents 833.42 253.47 3.62
CLOSING CASH AND CASH EQUIVALENT 4,982.50 833.42 253.47
Reconciliation Of Cash And Cash Equivalents With The Balance Sheet:
Cash & Cash Equivalent as per Balance sheet 4,982.50 833.42 253.47
Cash & Cash Equivalent at the End of the Period 4,982.50 833.42 253.47
66SECTION IV- GENERAL INFORMATION
Our Company was originally incorporated as “FlySBS Aviation Private Limited” a private limited company under
the Companies Act, 2013 and received a certificate of incorporation from the Registrar of Companies, Central
Registration Centre dated August 07, 2020. Subsequently, the name of our Company was changed from “FlySBS
Aviation Private Limited” to “FlySBS Aviation Limited”, consequent to conversion of our Company from private
limited company to public limited company, pursuant to special resolution passed by the shareholders of our
Company in the Extra-ordinary General Meeting held on August 31, 2024 and a fresh certificate of incorporation
consequent to change of name was issued by the Registrar of Companies, Central Registration Centre dated
October 29, 2024. The corporate identification number of our company is U62200TN2020PLC136959. For
change in registered office and other details please, see “History and Certain Corporate Matters” on page 173
of this Prospectus.
Registered Office of our Company
FlySBS Aviation Limited
Plot no. 16 (NP), 3rd Floor, Indiqube Palmyra,
SIDCO Industrial Estate, Ekkatuthangal,
Guindy Industrial Estate, Chennai, Chennai City Corporation,
Tamil Nadu – 600032, India
Telephone: +91-44 2260 4444
E-mail: corporate@sbsaviation.in
Investor grievance id: corporate@sbsaviation.in
Website: www.sbsaviation.in
CIN: U62200TN2020PLC136959
Registrar of Companies
Our Company is registered with the RoC situated at the following address:
Registrar of Companies, Tamil Nadu & Andaman
Block No.6, B Wing, 2nd Floor,
Shastri Bhawan 26, Haddows Road, Chennai-600034, Tamil Nadu.
Telephone: +91-44 2827 0071, +91-44 2827 6654
Email: roc.chennai@mca.gov.in
Website: www.mca.gov.in
Board of Directors of our Company
Set forth below are the details of our Board of Directors as on the date of this Prospectus:
Sr. Name Designation DIN Address
No.
1. Capt. Deepak Managing Director 00699855 2, LIC Colony, Dr. Radhakrishanan
Parasuraman Nagar, Thiruvanmiyur, Chennai, Tamil
Nadu, India – 600041.
2. Ambashankar Whole-time director and 08539946 A3-505 Adora Akshaya Homes, Rajiv
Chief Executive Officer Gandhi Salai, OMR, Padur,
Kancheepuram, Tamil Nadu – 603103.
3. Kannan Non-Executive Director 08202306 101, Lancor Cornerstone Apartments,
Ramakrishnan 35, MMTC Colony Main Road,
Opposite to Brilliant Metric School,
Nanganallur, Kancheepuram, Tamil
Nadu, India – 600 061.
4. Divya M Independent Director 10710588 A-406, Fantastic By Urban Tree, Rajiv
Nagar Numbal Main Road, Near
67Sr. Name Designation DIN Address
No.
Vedanta School, Vanagaram,
Ayappakkam, Poonamallee, Tamil
Nadu, India – 600077.
5. K Raghuram Independent Director 10813726 No. 7, Ramakrishnapuram 1st Street,
West Mambalam, Chennai, Tamil Nadu,
India – 600033.
6. Vaidhyanathan Independent Director 10835371 C/o Raghavan, A-2 Lotus Manor
R Apartments, H-25, South Avenue,
Thiruvanmiyur Bus Depot,
Thiruvanmiyur, Chennai, Tamil Nadu –
600041.
For detailed profile of our directors, please refer to the chapter titled “Our Management” on page 177 of this
Prospectus.
Chief Financial Officer
Sanjay S is the Chief Financial Officer of our Company. His contact details are set forth hereunder.
Sanjay S
Plot no. 16 (NP), 3rd Floor, Indiqube Palmyra,
SIDCO Industrial Estate, Ekkatuthangal,
Guindy Industrial Estate, Chennai, Chennai City Corporation,
Tamil Nadu – 600032, India
Telephone: +91-96 2609 9918
E-mail: sanjay@sbsaviation.in
Company Secretary and Compliance Officer
N Saptharishi is the Company Secretary and Compliance Officer of our Company. His contact details are set forth
hereunder.
N Saptharishi
Plot no. 16 (NP), 3rd Floor, Indiqube Palmyra,
SIDCO Industrial Estate, Ekkatuthangal,
Guindy Industrial Estate, Chennai, Chennai City Corporation,
Tamil Nadu – 600032, India
Telephone: +91-94 4435 9892
E-mail: cs@sbsaviation.in
Investor grievances
Investors can contact the Company Secretary and Compliance Officer, the BRLM or the Registrar to the
Issue in case of any pre-Issue or post-Issue related grievances, such as non-receipt of letters of Allotment,
non-credit of allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or
non-receipt of funds by electronic mode.
All grievances relating to the Issue other than the Anchor Investors may be addressed to the Registrar to the Issue
with a copy to the relevant Designated Intermediary with whom the ASBA Form was submitted, giving full details
such as name of the sole or First Bidder, ASBA Form number, Bidder’s DP ID, Client ID, PAN, address of Bidder,
number of Equity Shares applied for, ASBA Account number in which the amount equivalent to the Application
Amount was blocked or the UPI ID (for UPI Investors who make the payment of Application Amount through
the UPI Mechanism), date of Application Form and the name and address of the relevant Designated Intermediary
where the Application was submitted.
68Further, the investors shall also enclose the Acknowledgment Slip from the Designated Intermediaries in addition
to the documents/information mentioned hereinabove.
All grievances relating to the Anchor Investors may be addressed to the BRLM, giving full details such as name
of the sole or first Bidder, Bid cum Application Form number, Bidders DP ID, Client ID, PAN, date of the Anchor
Investor Application Form, address of the Bidder, number of Equity Shares applied for, Bid Amount paid on
submission of the Anchor Investor Application Form.
For all Issue related queries and for redressal of complaints, investors may also write to the Book Running Lead
Manager.
DETAILS OF KEY INTERMEDIARIES PERTAINING TO THIS ISSUE OF OUR COMPANY:
Book Running Lead Manager
Vivro Financial Services Private Limited
607/608, Marathon Icon, Opp. Peninsula Corporate Park,
Off. Ganpatrao Kadam Marg, Veer Santaji Lane,
Lower Parel, Mumbai – 400 013, Maharashtra, India.
Telephone: +91-22 6666 8040
E-mail id: investors@vivro.net
Investor Grievance id: investors@vivro.net
Website: www.vivro.net
Contact Person: Aradhya Rajyaguru/Hardik Vanpariya
SEBI Registration No.: INM000010122
CIN: U67120GJ1996PTC029182
Registrar to the Issue
MUFG Intime India Private Limited
(formerly Link intime India Private Limited)
C-101, 247 Park, L B S Marg,
Vikhroli (West), Mumbai,
Maharashtra - 400083, India
Telephone Number: +91 810 811 4949
Website: www.in.mpms.mufg.com
E-mail: flysbsaviation.ipo@in.mpms.mufg.com
Investor Grievance Email: flysbsaviation.ipo@in.mpms.mufg.com
Contact Person: Shanti Gopalkrishnan
SEBI Registration No.: INR000004058
CIN: U67190MH1999PTC118368
Legal Advisor to the Issue
Eshwars, Advocate | House of Corporate & IPR Laws
6th Floor, Khivraj Complex II,
#480, Anna Salai, Nandanam,
Chennai, Tamil Nadu – 600035
Telephone: +91-044-4204 8235/+91-044-4211 5635
Email ID: seshwar@eshwars.com
Contact Person: Eshwar Sabapathy
Website: https://eshwars.com/
Statutory and Peer Review Auditor of our Company
A. John Moris & Co.
5, Lakshmipuram 1st Street,
69Deivasigamani Road, Royapettah,
Opp. to AIDMK Office,
Chennai, Tamil Nadu 600014
Tel No: +91-44 2811 6003
Email Id: info@ajohnmoris.com
Contact Person: CA S Muralikannan
Peer Review No.: 014619
Firm Registration No.: 007220S
Bankers to our Company
ICICI Bank Limited
New. No. 14 16, Raman Street,
N Boag Rd, T. Nagar,
Chennai, Tamil Nadu – 600017.
Telephone: +91 - 96303 81980
Email ID: jitendra.kakodiya@icicibank.com
Website: www.icicibank.com
Contact Person: Jitendra Kakodiya
Banker to the Issue, Refund Banker and Sponsor Bank
ICICI Bank Limited
Capital Market Division,
163, 5th Floor, H.T. Parekh Marg, Backbay Reclamation,
Churchgate, Mumbai – 400020.
Telephone: 022-68052182
Email ID: ipocmg@icicibank.com
Website: www.icicibank.com
Contact Person: Varun Badai
SEBI Registration No.: INBI00000004
CIN: L65190GJ1994PLC021012
Syndicate Member
Vivro Financial Services Private Limited
607/608, Marathon Icon,
Opp. Peninsula Corporate Park,
off. Ganpatrao Kadam Marg,
Veer Santaji Lane, Lower Parel,
Mumbai – 400 013, Maharashtra, India.
Tel. : +91-22 6666 8040
E-mail: investors@vivro.net
Investor Grievance E-mail: investors@vivro.net
Website: www.vivro.net
Contact Person: Vivek Vaishnav
SEBI Registration Number: INM000010122
CIN: U67120GJ1996PTC029182
Designated Intermediaries
Self-Certified Syndicate Banks
The list of banks that have been notified by SEBI to act as SCSBs for the ASBA process is provided at the website
of the SEBI https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 and
updated from time to time.
70A list of the Designated Branches of the SCSBs with which an ASBA Bidder (other than UPI Bidders using the
UPI Mechanism), not bidding through Syndicate/ Sub Syndicate or through a Registered Broker, RTA or CDP
may submit the Bid cum Application Forms, is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 or at such other
websites as may be prescribed by SEBI from time to time.
Self-Certified Syndicate Banks eligible as issuer banks for UPI Mechanism and eligible mobile applications
In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated September 28, 2019, SEBI
Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, UPI Bidders using the UPI Mechanism may only apply
through the SCSBs and mobile applications whose names appears on the website of the SEBI, which may be
updated from time to time. A list of SCSBs and mobile applications, which are live for applying in public issues
using UPI Mechanism is provided as ‘Annexure A’ for the SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and is also available on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 for SCSBs and
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 for mobile
applications or at such other websites as may be prescribed by SEBI from time to time
Syndicate SCSB Branches
In relation to Bids (other than Bids by Anchor Investors and Individual Investors) submitted under the ASBA
process to a member of the Syndicate, the list of branches of the SCSBs at the Specified Locations named by the
respective SCSBs to receive deposits of Bid cum Application Forms from the members of the Syndicate is
available on the website of the SEBI
(www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) and updated from time to
time or any such other website as may be prescribed by SEBI from time to time.
Registered Brokers
The list of the Registered Brokers, including details such as postal address, telephone number and e-mail address,
is provided on the website of the Stock Exchange, at National Stock Exchange of India Limited at
www.nseindia.com as updated from time to time.
Registrar and Share Transfer Agent
The list of the RTAs eligible to accept ASBA forms at the Designated RTA Locations, including details such as
address, telephone number and e-mail address, are provided on the websites of Stock Exchange at
www.nseindia.com as updated from time to time and on SEBI website at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=10
Collecting Depository Participants
The list of the Collecting Depository Participants (CDPs) eligible to accept Application Forms at the Designated
CDP Locations, including details such as name and contact details, are provided at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=19 for NSDL CDPs and
at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=18 for CDSL CDPs,
as updated from time to time. The list of branches of the SCSBs named by the respective SCSBs to receive deposits
of the Bid cum Application Forms from the Designated Intermediaries will be available on the website of the
SEBI (www.sebi.gov.in) and updated from time to time.
IPO Grading
Since the Issue is being made in terms of Chapter IX of the SEBI ICDR Regulations, there is no requirement of
appointing an IPO Grading agency
Credit Rating
71As this is an Issue of Equity Shares, credit rating is not required.
Green Shoe Option
No Green Shoe Option is applicable for this Issue.
Brokers to the Issue
All members of the recognized stock exchange would be eligible to act as Brokers to the Issue.
Debenture Trustees
As this is an Issue is of Equity Shares, the appointment of debenture trustees is not required.
Monitoring Agency
As the size of the Issue exceeds ₹ 5,000.00 lakhs, our Company has appointed a credit rating agency registered
with SEBI as the Monitoring Agency to monitor the utilisation of the Net Proceeds, in accordance with Regulation
262 of the SEBI ICDR Regulations. The details of the Monitoring Agency are as follows:
CARE Ratings Limited
4th Floor, Godrej Coliseum, Somaiya Hospital Road,
Off Eastern Express Highway, Sion (East), Mumbai 400 022.
Contact No.: +91-22-6754 3456
E-mail: nikhil.soni@careedge.in
Website: www.careratings.com
Contact Person: Nikhil Soni
SEBI Registration Number: IN/CRA/004/1999
CIN: L67190MH1993PLC071691
Appraising Entity
None of the objects for which the Net Proceeds will be utilised have been appraised by any agency.
Experts
Except as stated below, our Company has not obtained any expert opinions:
1. Our Company has received written consent dated July 24, 2025 from the Statutory Auditor, A. John
Moris & Co., to include their name as required under Section 26 (5) of the Companies Act 2013 read
with SEBI ICDR Regulations, in this Prospectus as an “expert” as defined under Section 2(38) of the
Companies Act 2013 to the extent and in their capacity as an independent Statutory Auditor and in respect
of their (i) examination report dated July 22, 2025 on our restated financial statements; and (ii) their
report dated July 24, 2025 on the statement of special tax benefits in this Prospectus and; (iii) various
certificates issued by them in relation to this Issue, and such consent has not been withdrawn as on the
date of this Prospectus.
2. Our Company has received a written consent dated July 24, 2025, from T. Saraswathi, the Practicing
Company Secretary, having the membership number F8000, to include their name as required under
Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations in this Prospectus and as
an “expert” as defined under Section 2(38) of Companies Act, 2013, in respect of certificates issued by
them in their capacity as the independent practicing company secretary to our Company, and such
consent has not been withdrawn as on the date of this Prospectus. However, the term “expert” shall not
be construed to mean an “expert” as defined under the U.S. Securities Act.
Inter-se Allocation of Responsibilities
Vivro Financial Services Private Limited is the sole Book Running Lead Manager to the Issue and all the
72responsibility related to co-ordination and other activities in relation to the Issue will be performed by them.
Hence, a statement of inter-se allocation of responsibilities is not required.
Filing
The Draft Red Herring Prospectus and the Red Herring Prospectus have been filed and this Prospectus shall be
filed with the EMERGE Platform of NSE (the “NSE EMERGE”) in terms of Regulation 246 (2) of SEBI ICDR
Regulations.
The Draft Red Herring Prospectus has not been filed with SEBI nor SEBI has issued any observation on the draft
issue document in term of Regulation 246(2) of the SEBI ICDR Regulations. Pursuant to Regulation 246(5) of
SEBI ICDR Regulations and SEBI Circular Number SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19,
2018, a copy of this Prospectus will be filed online through SEBI Intermediary Portal at https://siportal.sebi.gov.in.
A copy of this Prospectus will be available on website of the Company www.sbsaviation.in, Book Running Lead
Manager www.vivro.net and Stock Exchange www.nseindia.com.
A copy of the Red Herring Prospectus, along with the material contracts and documents required was filed under
Section 26 & 32 of the Companies Act, 2013 to the RoC and a copy of this Prospectus to be filed under Section
26 of the Companies Act, 2013 with the RoC through the electronic portal at http://www.mca.gov.in.
Changes in Auditors during the last three years
Except as stated below there is no change in the statutory auditors of our Company during the last three years
immediately preceding the date of this Prospectus.
Name of Auditor Date of Appointment/ Reason
Change
KRMM & Associates September 30, 2024 Resignation due to personal reasons of the
statutory auditor
K E K and Associates LLP September 30, 2024 Appointment as statutory auditor for two years
from conclusion of the 4th AGM till the
conclusion of the 6th AGM.
K E K and Associates LLP February 04, 2025 Due to resignation of the partner of the firm who
handled assignment previously and division of
responsibilities among the partners.
A. John Moris & Co. February 08, 2025 Appointment to fill the casual vacancy caused by
the resignation of K E K & Associates,
Chartered Accountants, they shall hold office as
statutory auditors with effect from February 08,
2025 until the conclusion of the ensuing annual
general meeting
A. John Moris & Co. July 21, 2025 Appointment as statutory auditor for three (3)
years from conclusion of the 5th AGM till the
conclusion of the 8th AGM.
BOOK BUILDING PROCESS
Book Building, with reference to the Issue, refers to the process of collection of Bids on the basis of the Red
Herring Prospectus within the Price Band. The Price Band was determined by our Company in consultation with
the Book Running Lead Manager in accordance with the Book Building Process and advertised in all editions of
the English national newspaper, all editions of Hindi national newspaper and Tamil editions of Makkalkural (a
widely circulated Tamil daily newspaper, Tamil being the regional language of Tamil Nadu, where our registered
office is located) at least two working days prior to the Bid/ Issue Opening date. The Issue Price was determined
by our Company in consultation with the Book Running Lead Manager in accordance with the Book Building
Process after the Bid/Issue Closing Date.
73Principal parties involved in the Book Building Process are –
➢ Our Company;
➢ The Book Running Lead Manager, in this case being Vivro Financial Services Private Limited;
➢ The Syndicate Member(s) who are intermediaries registered with SEBI / registered as brokers with
National Stock Exchange of India Limited and eligible to act as Underwriters. The Syndicate Member(s)
will be appointed by the Book Running Lead Manager;
➢ The Registrar to the Issue, in this case being MUFG Intime India Private Limited.
➢ The Escrow Collection Banks/ Bankers to the Issue and
➢ The Designated Intermediaries and Sponsor bank
The SEBI ICDR Regulations have permitted the Issue of securities to the public through the Book Building
Process, wherein allocation to the public shall be made as per Regulation 253 of the SEBI ICDR Regulations.
The Issue was being made through the Book Building Process wherein 50% of the Net Issue was available for
allocation on a proportionate basis to QIBs, provided that our Company may in consultation with the BRLM
allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI
ICDR Regulations (the “Anchor Investor Portion”), out of which one third was reserved for domestic Mutual
Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Issue
Price. In the event of undersubscription, or non-allocation in the Anchor Investor Portion, the balance Equity
Shares was added to the Net QIB Portion. Further, 5% of the QIB Portion was available for allocation on a
proportionate basis only to Mutual Funds , and the remainder of the Net QIB Portion was available for allocation
on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or
above the Issue Price. Further, not less than 15% of the Net Issue was available for allocation on a proportionate
basis to Non-Institutional Investors wherein (a) one third of the portion available to Non-Institutional Investors
was reserved for Applicants with Application size of more than two lots and up to such lots equivalent to not more
than ₹10 lakhs; (b) two third of the portion available to Non-Institutional Investors was reserved for Applicants
with Application size of more than ₹10 lakhs; and (c) any unsubscribed portion in either of the sub-categories
specified in clauses (a) or (b), may be allocated to Applicants in the other sub-category of Non-Institutional
Investors; and not less than 35% of the Net Issue was available for allocation to Individual Investors, in accordance
with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price.
All potential Bidders participated in the Issue through an ASBA process by providing details of their respective
bank account which was blocked by the SCSBs. All Bidders mandatorily required to utilize the ASBA process to
participate in the Issue. Under-subscription if any, in any category, except in the QIB Category, was allowed to
be met with spill over from any other category or a combination of categories at the discretion of our Company
in consultation with the BRLM and the Designated Stock Exchange.
All Bidders, other than Anchor Investors mandatorily required to use the ASBA process by providing the details
of their respective ASBA Account in which the corresponding Bid Amount blocked by the SCSBs or, in the case
of UPI Bidders, by using the UPI Mechanism. Anchor Investors was not permitted to participate in the Issue
through the ASBA process.
In accordance with the SEBI ICDR Regulations, Individual Investors, QIB and Non-Institutional Bidders were
not allowed to withdraw or lower the size of their Bids (in terms of the quantity of the Equity Shares or the Bid
Amount) at any stage. Anchor Investors were not allowed to revise and withdraw their Bids after the Anchor
Investor Bidding Date.
Subject to valid Bids being received at or above the Issue Price, allocation to all categories in the Net Issue, was
made on a proportionate basis, except for Individual Investors Portion where allotment to each Individual Investor
was not be less than the minimum bid lot, subject to availability of Equity Shares in Individual Investors Portion,
and the remaining available Equity Shares, if any, was allotted on a proportionate basis. Under – subscription, if
any, in any category, was allowed to be met with spill – over from any other category or a combination of
categories at the discretion of our Company in consultation with the Book Running Lead Manager and the Stock
Exchange. However, under – subscription, if any, in the QIB Portion was not be allowed to be met with spill over
from other categories or a combination of categories.
In terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the SEBI (Issue
74of Capital and Disclosure Requirements) Regulations, 2018, all the investors applying in a public Issue used only
Application Supported by Blocked Amount (ASBA) process for application providing details of the bank account
which blocked by the Self Certified Syndicate Banks (SCSBs) for the same. Further, pursuant to SEBI Circular
No. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018, Individual Investors applying in public
Issue might use either Application Supported by Blocked Amount (ASBA) facility for making application or also
can use UPI as a payment mechanism with Application Supported by Blocked Amount for making application.
For details in this regards, specific attention invited to the chapter titled “Issue Procedure” on page 283 of this
Prospectus.
The process of Book Building under the SEBI ICDR Regulations is subject to change from time to time and the
investors were advised to make their own judgment about investment through this process prior to making a Bid
or application in the Issue.
For further details on the method and procedure for Bidding, please see section entitled “Issue Procedure” on
page 283 of this Prospectus.
Illustration of the Book Building and Price Discovery Process: Bidders should note that this example is solely for
illustrative purposes and is not specific to the Issue. Bidders can bid at any price within the Price Band. For
instance, assume a Price Band of ₹20 to ₹ 24 per share, Issue size of 3,000 Equity Shares and receipt of five Bids
from Bidders, details of which are shown in the table below. The illustrative book given below shows the demand
for the Equity Shares of the Issuer at various prices and is collated from Bids received from various investors.
Bid Quantity Bid Amount (₹) Cumulative Quantity Subscription
500 24 500 16.67%
1,000 23 1,500 50.00%
1,500 22 3,000 100.00%
2,000 21 5,000 166.67%
2,500 20 7,500 250.00%
The price discovery is a function of demand at various prices. The highest price at which the Issuer is able to Issue
the desired number of Equity Shares is the price at which the book cuts off, i.e., ₹ 22.00 in the above example.
The Company in consultation with the BRLM, may finalise the Issue Price at or below such Cut-Off Price, i.e., at
or below ₹ 22.00. All Bids at or above this Issue Price and cut-off Bids are valid Bids and are considered for
allocation in the respective categories.
Steps to be taken by the Bidders for Bidding:
➢ Check eligibility for making a Bid (see section titled “Issue Procedure” on page 283 of this Prospectus);
➢ Ensure that you have a demat account and the demat account details are correctly mentioned in the Bid
cum Application Form;
➢ Ensure correctness of your PAN, DP ID and Client ID mentioned in the Bid cum Application Form.
Based on these parameters, the Registrar to the Issue will obtain the Demographic Details of the Bidders
from the Depositories.
➢ Except for Bids on behalf of the Central or State Government officials, residents of Sikkim and the
officials appointed by the courts, who may be exempt from specifying their PAN for transacting in the
securities market, for Bids of all values ensure that you have mentioned your PAN allotted under the
Income Tax Act in the Bid cum Application Form. The exemption for Central or State Governments and
officials appointed by the courts and for investors residing in Sikkim is subject to the Depositary
Participant’s verification of the veracity of such claims of the investors by collecting sufficient
documentary evidence in support of their claims.
➢ Ensure that the Bid cum Application Form is duly completed as per instructions given in this Prospectus
and in the Bid cum Application Form;
75Bid/Issue Program:
Event Indicative Dates
Anchor Investor Portion Offer Opened/Closed Thursday, July 31 2025
Bid/Issue Opened Date Friday, August 01, 2025
Bid/Issue Closed Date Tuesday, August 05, 2025
Finalization of Basis of Allotment with the Designated Stock
On or before Wednesday, August 06, 2025
Exchange
Initiation of Allotment / Refunds / Unblocking of Funds from ASBA
On or before Thursday, August 07, 2025
Account or UPI ID linked bank account
Credit of Equity Shares to Demat accounts of Allottees On or before Thursday, August 07, 2025
Commencement of trading of the Equity Shares on the Stock
On or before Friday, August 08, 2025
Exchange
The above timetable is indicative and does not constitute any obligation on our Company or the Book Running
Lead Manager. Whilst our Company shall ensure that all steps for the completion of the necessary formalities for
the listing and the commencement of trading of the Equity Shares on the Stock Exchange are taken within 3
Working Days of the Bid/Issue Closing Date, the timetable may change due to various factors, such as extension
of the Bid/ Issue Period by our Company, revision of the Price Band or any delays in receiving the final listing
and trading approval from the Stock Exchange. The Commencement of trading of the Equity Shares will be
entirely at the discretion of the Stock Exchange and in accordance with the applicable laws.
Bid/Issue Period (except the Bid/Issue Closing Date)
Submission and revision of Bids Only between 10.00 a.m. and 5.00 p.m. (Indian
Standard Time (“IST”)
Bid/Issue Closing Date*
Submission of Electronic Applications (Online ASBA Only between 10.00 a.m. and up to 5.00 p.m. IST
through 3-in-1 accounts) – For Individual Investors, other
than QIBs and Non-Institutional Investors
Submission of Electronic Applications (Bank ASBA Only between 10.00 a.m. and up to 4.00 p.m. IST
through Online channels like Internet Banking, Mobile
Banking and Syndicate UPI ASBA applications)
Submission of Electronic Applications (Syndicate Non- Only between 10.00 a.m. and up to 3.00 p.m. IST
Retail, Non-Individual Applications)
Submission of Physical Applications (Bank ASBA) Only between 10.00 a.m. and up to 1.00 p.m. IST
Submission of Physical Applications (Syndicate Non- Only between 10.00 a.m. and up to 12.00 p.m. IST
Retail, Non-Individual Applications of QIBs and Non-
Institutional Investors
Modification/ Revision/ Cancellation of Bids
Upward Revision of Bids by QIBs and Non-Institutional Only between 10.00 a.m. on the Bid/Issue
Investors categories# Opening Date and up to 4.00 p.m. IST on
Bid/Issue Closing Date
Upward revision of Bids by Individual Investors# Only between 10.00 a.m. and up to 5.00 p.m. IST
on Bid/ Issue Closing Date
*UPI mandate end time was at 5:00 p.m. on the Bid/ Issue Closing Date.
#Individual Investors, QIBs and Non-Institutional Bidders could neither revise their bids downwards nor cancel/withdraw their Bids.
On the Bid/Issue Closing Date, the Bids shall be uploaded until:
(i) 4:00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders, and
(ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchange, in case of Bids by
Individual Investors.
The time for applying for Individual Investors on Bid/ Issue Closing Date maybe extended in consultation with
76the Book Running Lead Manager, RTA and NSE taking into account the total number of applications received up
to the closure of timings.
The above timetable is indicative and does not constitute any obligation on our Company or the Book Running
Lead Manager. Whilst our Company shall ensure that all steps for the completion of the necessary formalities for
the listing and the commencement of trading of the Equity Shares on the Stock Exchange are taken within 3
Working Days of the Bid/Issue Closing Date, the timetable may change due to various factors, such as extension
of the Bid/ Issue Period by our Company, revision of the Price Band or any delays in receiving the final listing
and trading approval from the Stock Exchange. The Commencement of trading of the Equity Shares will be
entirely at the discretion of the Stock Exchange and in accordance with the applicable laws.
Due to the limitation of time available for uploading the Bid Cum Application Forms on the Bid/ Issue Closing
Date, Bidders advised to submit their applications one (1) day prior to the Bid/ Issue Closing Date and, in any
case, not later than 3.00 p.m. (IST) on the Bid/ Issue Closing Date. Any time mentioned in this Prospectus is IST.
Bidders were cautioned that, in the event a large number of Bid Cum Application Forms were received on the
Bid/Issue Closing Date, as is typically experienced in public Issue, some Bid Cum Application Forms may not
get uploaded due to the lack of sufficient time. Such Bid Cum Application Forms that cannot be uploaded was not
consider for allocation under this Issue. Applications was accepted only on Working Days, i.e., Monday to Friday
(excluding any public holidays). Neither our Company nor the Book Running Lead Manager were liable for any
failure in uploading the Bid Cum Application Forms due to faults in any software/hardware system or otherwise.
In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid
Cum Application Form, for a particular Applicant, the details as per the file received from Stock Exchange may
be taken as the final data for the purpose of Allotment. In case of discrepancy in the data entered in the electronic
book vis-à-vis the data contained in the physical or electronic Bid Cum Application Form, for a particular ASBA
Applicant, the Registrar to the Issue shall ask the relevant SCSBs / RTAs / DPs / stock brokers, as the case may
be, for the rectified data.
WITHDRAWAL OF THE ISSUE
Our Company in consultation with the BRLM, reserves the right not to proceed with the Issue at any time before
the Bid/ Issue Opening Date without assigning any reason thereof.
If our Company withdraw the Issue any time after the Issue Opening Date but before the allotment of Equity
Shares, a public notice within 2 (two) working days of the Issue Closing Date, providing reasons for not
proceeding with the Issue shall be issued by our Company. The notice of withdrawal will be issued in the same
newspapers where the Pre-Issue and Price Band advertisements have appeared and the Stock Exchange will also
be informed promptly. The BRLM, through the Registrar to the Issue, will instruct the SCSBs to unblock the
ASBA Accounts within 1 (one) working Day from the day of receipt of such instruction.
If our Company withdraws the Issue after the Bid/Issue Closing Date and subsequently decides to proceed with
an Issue of the Equity Shares, our Company will have to file a fresh Red Herring Prospectus with the stock
exchange where the Equity Shares may be proposed to be listed.
Notwithstanding the foregoing, the Issue is subject to obtaining (i) the final listing and trading approval of the
Stock Exchange with respect to the Equity Shares Issued through the Prospectus, which our Company will apply
for only after Allotment;
UNDERWRITING AGREEMENT
Our Company and the Book Running Lead Manager to the Issue hereby confirm that the Issue is 100%
underwritten by the underwriter Vivro Financial Services Private Limited. The underwriting agreement is dated
April 19, 2025 and pursuant to the terms of the underwriting agreement, obligations of the underwriter are subject
to certain conditions specified therein. The underwriter has indicated their intention to underwrite following
number of specified securities being offered through this Issue:
77Details of the Underwriter Amount % of the total
No. of shares
Underwritten Issue Size
underwritten*
(₹ in Lakh) Underwritten
Vivro Financial Services Private Limited
607/608 Marathon Icon,
Opp. Peninsula Corporate Park,
Off. Ganpatrao Kadam Marg,
45,57,000 10,253.25 100%
Veer Santaji Lane, Lower Parel, Mumbai –
400013, Maharashtra, India
Telephone: +91-22 6666 8040
E-mail: investors@vivro.net
*Includes 2,29,800 Equity shares of ₹10.00 each of the Market Maker Reservation Portion which are to be subscribed by the Market Maker
in its own account in compliance with the requirements of Regulation 261 of the SEBI ICDR Regulations, as amended.
In the opinion of our Board of Directors (based on a certificate given by the Underwriter), the resources of the
above- mentioned Underwriter is sufficient to enable it to discharge its underwriting obligation in full. The above-
mentioned Underwriter is registered with SEBI under Section 12(1) of the SEBI Act and registered as brokers
with the Stock Exchanges.
DETAILS OF THE MARKET MAKING ARRANGEMENT FOR THIS ISSUE
Our Company has entered into a Market Making Agreement dated July 24, 2025 with the following Market Maker
for fulfilling the market making obligations under this Issue:
Name, address, telephone Number Amount % of the total
number, Facsimile and email of Equity Shares (In Lakhs) Issue size for
addresses of the Market Maker reserve for Market Maker Market Maker
Name: Giriraj Stock Broking Private Limited 2,29,800 517.05 5.04%
Address : 4 Fairlie Place, HMP House, 4th
Floor, Suite No – 421A, Kolkata – 700001
Tel No. : 033-40054519
Email : girirajstock@yahoo.com
Contact Person : Kuntal Laha
SEBI Registration Number :
INZ000212638
In accordance with Regulation 261 of the SEBI ICDR Regulations, we have entered into an agreement with the
Book Running Lead Manager and the Market Maker (duly registered with National Stock Exchange of India
Limited to fulfil the obligations of market making) dated July 24, 2025 to ensure compulsory market making for
a minimum period of three years from the date of listing of Equity Shares offered in this Issuer.
Giriraj Stock Broking Private Limited, registered with EMERGE Platform of National Stock Exchange of India
Limited will act as the Market Maker and has agreed to receive or deliver of the specified securities in the market
making process for a period of three years from the date of listing of our Equity Shares or for a period as may be
notified by any amendment to SEBI ICDR Regulations.
The Market Maker shall fulfil the applicable obligations and conditions as specified in the SEBI ICDR
Regulations, as amended from time to time and the circulars issued by National Stock Exchange of India Limited
and SEBI in this matter from time to time.
Following is a summary of the key details pertaining to the Market Making Arrangement:
1. The Market Maker shall be required to provide a 2-way quote for 75% of the time in a day. The same
shall be monitored by the Stock Exchange. Further, the Market Maker shall inform the Stock Exchange
in advance for each and every black out period when the quotes are not being offered by the Market
Maker.
2. The prices quoted by Market Maker shall be in compliance with the market maker spread requirements
78and other particulars as specified or as per the requirements of NSE Emerge and SEBI from time to time.
3. The investors with holdings less than the minimum lot size shall be allowed to offer their holding to the
Market Maker(s) (individually or jointly) in that scrip provided that he sells his entire holding in that
scrip in one lot along with a declaration to the effect to the selling broker.
4. Execution of the order at the quoted price and quantity must be guaranteed by the Market Maker, for the
quotes given by him.
5. The Market Maker shall not sell in lots less than the minimum contract size allowed for trading on NSE
Emerge (in this case currently the minimum trading lot size is 600 Equity Shares; however, the same
may
be changed by NSE from time to time).
6. After a period of three (3) months from the market making period, the market maker would be exempted
to provide quote if the Equity Shares of Market Maker in our Company reaches to 25% of Issue Size.
Any Equity Shares allotted to Market Maker under this Issue over and above 25% Equity Shares would
not be taken in to consideration of computing the threshold of 25% of Issue Size. As soon as the Shares
of Market Maker in our Company reduce to 24% of Issue Size, the Market Maker will resume providing
2-way quotes.
7. There shall be no exemption/threshold on downside. However, in the event the Market Maker exhausts
his inventory through market making process, National Stock Exchange of India Limitedmay intimate
the same to SEBI after due verification.
8. There would not be more than five Market Maker for the Company’s Equity Shares at any point of time
and the Market Maker may compete with other Market Maker for better quotes to the investors.
9. On the first day of the listing, there will be pre-opening session (call auction) and there after the trading
will happen as per the equity market hours. The circuits will apply from the first day of the listing on the
discovered price during the pre-open call auction. In case equilibrium price is not discovered, the price
band in the normal trading session shall be based on Issue Price.
10. The Marker Maker may also be present in the opening call auction, but there is no obligation on him to
do so.
11. There will be special circumstances under which the Market Maker may be allowed to withdraw
temporarily / fully from the market – for instance due to system problems, any other problems. All
controllable reasons require prior approval from the Exchange, while force-majeure will be applicable
for non-controllable reasons. The decision of the Exchange for deciding controllable and non-
controllable reasons would be final.
12. The Market Maker shall have the right to terminate said arrangement by giving three months notice or
on mutually acceptable terms to the Lead Managers, who shall then be responsible to appoint a
replacement Market Maker.
13. In case of termination of the above mentioned Market Making agreement prior to the completion of the
compulsory Market Making period, it shall be the responsibility of the Book Running Lead Manager to
arrange for another Market Maker(s) in replacement during the term of the notice period being served by
the Market Maker but prior to the date of releasing the existing Market Maker from its duties in order to
ensure compliance with the requirements of Regulation 261 of the SEBI ICDR Regulations. Further the
Company and the Book Running Lead Manager reserve the right to appoint other Market Maker(s) either
as a replacement of the current Market Maker or as an additional Market Maker subject to the total
number of Designated Market Makers does not exceed 5 (five) or as specified by the relevant laws and
regulations applicable at that particular point of time.
14. Risk containment measures and monitoring for Market Maker: SME Platform of National Stock
Exchange of India Limited will have all margins which are applicable on the National Stock Exchange
79of India Limited Main Board viz., Mark-to-Market, Value-At-Risk (VAR) Margin, Extreme Loss
Margin, Special Margins and Base Minimum Capital etc. National Stock Exchange of India Limited can
impose any other margins as deemed necessary from time-to-time.
15. Punitive Action in case of default by Market Maker: SME Platform of National Stock Exchange of
India Limited will monitor the obligations on a real time basis and punitive action will be initiated for
any exceptions and / or non-compliances. Penalties / fines may be imposed by the Exchange on the
Market Maker, in case he is not able to provide the desired liquidity in a particular security as per the
specified guidelines. These penalties / fines will be set by the Exchange from time to time. The Exchange
will impose a penalty on the Market Maker in case he is not present in the market (offering two-way
quotes) for at least 75% of the time. The nature of the penalty will be monetary as well as suspension in
market making activities / trading membership.
16. The Department of Surveillance and Supervision of the Exchange would decide and publish the penalties
/ fines / suspension for any type of misconduct / manipulation / other irregularities by the Market Maker
from time to time.
17. Price Band and Spreads: SEBI Circular bearing reference no: CIR/MRD/DP/ 02/2012 dated January 20,
2012, has laid down that for Issue size up to ₹ 250 crores, the applicable price bands for the first day
shall be:
a) In case equilibrium price is discovered in the Call Auction, the price band in the normal trading
session shall be 5% of the equilibrium price.
b) In case equilibrium price is not discovered in the Call Auction, the price band in the normal
trading session shall be 5% of the Issue price.
18. Additionally, the securities of the Company will be placed in SPOS and would remain in Trade for Trade
settlement for first 10 days from commencement of trading. The following spread will be applicable on
the SME platform.
Sr. No. Market Price Slab (in Rs.) Proposed Spread (in % to sale price)
1. Up to 50 9
2. 50 to 75 8
3. 75 to 100 6
4. Above 100 5
All the above-mentioned conditions and systems regarding the Market Making Arrangement are subject
to change based on changes or additional regulations and guidelines from SEBI and Stock Exchange
from time to time.
19. Pursuant to SEBI Circular number CIR/MRD/DSA/31/2012 dated November 27, 2012, limits on the
upper side for market makers during market making process has been made applicable, based on the
Issue size and as follows:
Issue Size Buy quote exemption threshold Re-Entry threshold for buy quote
(including mandatory initial (including mandatory initial inventory
inventory of 5% of the Issue size) of 5% of the Issue size)
Up to ₹20 Crore 25% 24%
₹20 Crore to ₹50 20% 19%
Crore
₹50 Crore to ₹80 15% 14%
Crore
Above ₹80 Crore 12% 11%
The Market Making arrangement, trading and other related aspects including all those specified above
shall be subject to the applicable provisions of law and / or norms issued by SEBI / National Stock
Exchange of India Limited from time to time.
80SECTION V - CAPITAL STRUCTURE
The share capital of the Company as on date of this Prospectus is set forth below:
(₹ in lakhs, expect Equity Share data)
Particulars Aggregate Aggregate
nominal value value at Issue
Price*
A AUTHORISED SHARE CAPITAL
2,50,00,000 Equity Shares of face value of ₹10/- each 2,500.00 -
B ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL
BEFORE THE ISSUE
1,27,46,751 Equity Shares of face value of ₹10/- each 1,274.68 -
C PRESENT ISSUE IN TERMS OF THIS PROSPECTUS^**
Issue of up to 45,57,000 Equity Shares of face value ₹10/- each 455.70 10,253.25
at an Issue Price of ₹ 225 per Equity Share
Of which
Reservation for Market Maker: 22.98 517.05
2,29,800 Equity Shares of face value ₹10/- each at an Issue Price
of ₹ 225 per Equity Share reserved as Market Maker Portion
Net Issue to Public: 432.72 9,736.20
43,27,200 Equity Shares of face value ₹10/- each at an Issue
Price of ₹ 225 per Equity Share to the Public
Of which:
i. Allocation of Qualified Institutional Buyers 216.18 4,864.05
Not more than 21,61,800 Equity Shares of face value of ₹10/-
each was available for allocation to Qualified Institutional
Buyers
ii. Allocation to Non-Institutional Investors: 64.98 1,462.05
At least 6,49,800 Equity Shares of face value of ₹10/- each
at an Issue Price of ₹ 225 per Equity Share was available for
allocation to Non-Institutional Investors
iii. Allocation to Individual Investors: 151.56 3,410.10
At least 15,15,600 Equity Shares of face value of ₹10/-each
at an Issue Price of ₹ 225 per Equity Share was available for
allocation to Individual Investors
D ISSUED, SUBSCRIBED AND PAID-UP EQUITY
CAPITAL AFTER THE ISSUE**
Up to 1,73,03,751 Equity Shares of face value ₹10/- each 1,730.38 38,933.44
E SECURITIES PREMIUM
Before the Issue (as on the date of this Prospectus) 9,980.00
After the Issue** 19,777.55
*Details to be updated upon finalization of Issue Price
^The Issue has been authorised by our Board of Directors at their meeting held on February 08, 2025 and our Shareholders pursuant to the
resolutions passed at their meeting held on March 05, 2025.
**Subject to finalization of Basis of Allotment
*The allocation to all categories shall be made on a proportionate basis subject to valid Applications received at or above the Issue Price.
Under subscription, if any, in any of the categories, would be allowed to be met with spill-over from any of the other categories or a
combination of categories at the discretion of our Company in consultation with the Book Running Lead Manager and Designated Stock
Exchange. Such inter-se spill over, if any, would be affected in accordance with applicable laws, rules, regulations and guidelines.
Classes of Shares:
Our Company has only one class of share capital i.e. Equity Shares of face value of ₹10/- each only. All the issued
Equity Shares are fully paid-up. Our Company has no outstanding instruments as on the date of this Prospectus.
81Notes To Capital Structure
Change in Authorized Share Capital of our Company:
Since incorporation of our Company, the authorized share capital of our Company has been changed in the manner
set forth below:
Sr. Particular Cumulative Cumulative Face Value Date of the Whether
No. no. of Equity Authorized Share of Equity Meeting AGM/EGM
Shares Equity Capital (₹ Shares
in lakhs)
1. On Incorporation 1,40,000 14.00 10/- N.A. N.A.
2. Inc. rease in authorized 20,00,000 200.00 10/- September EGM
share capital from ₹14.00 15, 2020
Lakhs to ₹200.00 Lakhs
3. Inc rease in authorized 23,00,000 230.00 10/- June 1, EGM
share capital from ₹200.00 2022
Lakhs to ₹230.00 Lakhs
4. Inc rease in authorized 27,00,000 270.00 10/- May 15, EGM
share capital from ₹230.00 2023
Lakhs to ₹270.00 Lakhs
5. Inc rease in authorized 30,00,000 300.00 10/- November EGM
share capital from ₹270.00 22, 2023
Lakhs to ₹300.00 Lakhs
6. Inc rease in authorized 50,00,000 500.00 10/- January EGM
share capital from ₹300.00 27, 2024
Lakhs to ₹500.00 Lakhs
7. Inc rease in authorized 2,50,00,000 2,500.00 10/- August EGM
share capital from ₹500.00 31, 2024
Lakhs to ₹2500.00 Lakhs
Equity Share Capital History of our Company:
a) Our existing Paid-up Equity Share Capital has been subscribed and allotted in the manner set
forth below:
Date of Nature of No. of Face Issue Nature of Cumulative Cumulative
Allotment Allotment Equity Value Price (₹) Consider Number of Paid-up Share
Shares (₹) ation Equity Shares Capital
On Subscription 10,000 10 10.00 Cash 10,000 1,00,000
Incorporati to MOA(1)
on
September Right Issue(2) 19,90,000 10 10.00 Cash 20,00,000 2,00,00,000
23, 2020
June 04, Private 28,000 10 250.00 Cash 20,28,000 2,02,80,000
2022 Placement(3)
February Private 1,22,000 10 250.00 Cash 21,50,000 2,15,00,000
28, 2023 Placement(4)
May 29, Right issue 97,107 10 348.84 Cash 22,47,107 2,24,71,070
2023 (5)
July 27, Right issue (6) 2,95,537 10 348.84 Cash 25,42,644 2,54,26,440
2023
August 25, Right issue (7) 1,25,874 10 348.84 Cash 26,68,518 2,66,85,180
2023
November Private 1,67,890 10 468.52 Cash 28,36,408 2,83,64,080
24, 2023 Placement(8)
February Private 3,00,794 10 468.52 Cash 31,37,202 3,13,72,020
26, 2024 Placement(9)
March 6, Private 73,016 10 468.52 Cash 32,10,218 3,21,02,180
2024 Placement(10)
82Date of Nature of No. of Face Issue Nature of Cumulative Cumulative
Allotment Allotment Equity Value Price (₹) Consider Number of Paid-up Share
Shares (₹) ation Equity Shares Capital
April 30, Private 1,70,915 10 468.52 Cash 33,81,133 3,38,11,330
2024 Placement(11)
June 8, Private 1,07,272 10 468.52 Cash 34,88,405 3,48,84,050
2024 Placement(12)
July 10, Private 2,02,631 10 468.52 Cash 36,91,036 3,69,10,360
2024 Placement(13)
August 05, Private 1,00,000 10 468.52 Cash 37,91,036 3,79,10,360
2024 Placement(14)
November Private 98,300 10 468.52 Cash 38,89,336 3,88,93,360
19, 2024 Placement(15)
November Bonus 77,78,672 10 - -
1,16,68,008 11,66,80,080
25, 2024 Issue(16)
March 18, Private 10,78,743 10 220.00 Cash 1,27,46,751 12,74,67,510
2025 Placement(17)
1. Initial Subscribers to the Memorandum of Association of our company - 10,000 Equity Shares of face
value of ₹10/-each issued at par:
Sr. Name Number of Equity
No Shares
1. Shreshtha Business Solutions LLP 5,000
2. Capt. Deepak Parasuraman 5,000
Total 10,000
2. Allotment of 19,90,000 Equity Shares of face value of ₹10/- each by way of Rights Issue to the following
persons:
Sr. No Name Number of Equity Shares
1. Shreshtha Business Solutions LLP 9,95,000
2. Capt. Deepak Parasuraman 9,95,000
Total 19,90,000
3. Allotment of 28,000 Equity Shares of face value of ₹10/- each issued at a premium of ₹240/- per Equity
Share on a private placement basis to the following person:
Sr. No Name Number of Equity Shares
1. Jayasundari Kowsikan 28,000
Total 28,000
4. Allotment of 1,22,000 Equity Shares of face value of ₹10/- each issued at a premium of ₹240/- per Equity
Share on a private placement basis to the following persons:
Sr. No Name Number of Equity Shares
1. Jayasundari Kowsikan 72,000
2. Thomas Pangaraj William 50,000
Total 1,22,000
5. Allotment of 97,107 Equity Shares of face value of ₹10/- each issued at a premium of ₹338.84 per Equity
Share on a Rights Issue to the following persons:
Sr. No Name Number of Equity Shares
1. Shreshtha Business Solutions LLP 11,108
2. Vijay Kumar 85,999
Total 97,107
836. Allotment of 2,95,537 Equity Shares of face value of ₹10/- each issued at a premium of ₹338.84 per
Equity Share on a Rights Issue to the following persons:
Sr. No Name Number of Equity Shares
1. Shreshtha Business Solutions LLP 1,77,147
2. Vijay Kumar 3,726
3. Capt. Deepak Parasuraman 57,332
4. Kannan Ramakrishnan 28,666
5. Amba Shankar 14,333
6. Venkatesh Ramanathan 14,333
Total 2,95,537
7. Allotment of 1,25,874 Equity Shares of face value of ₹10/- each issued at a premium of ₹338.84 per
Equity Share on a Rights Issue to the following persons:
Sr. No Name Number of Equity Shares
1. Shreshtha Business Solutions LLP 88,608
2. Kannan Ramakrishnan 37,266
Total 1,25,874
8. Allotment of 1,67,890 Equity Shares of face value of ₹10/- each issued at a premium of ₹458.52 per
Equity Share on a private placement basis to the following person:
Sr. No Name Number of Equity Shares
1. Bala Subramanian 1,67,890
Total 1,67,890
9. Allotment of 3,00,794 Equity Shares of face value of ₹10/- each issued at a premium of ₹458.52 per
Equity Share on a private placement basis to the following persons:
Sr. No Name Number of Equity Shares
1. Capacious wealth Management LLP 16,250
2. Amandeep Singh 3,700
3. Akilandeswari Selvamurthy 5,400
4. Rahul R Mahajan 4,500
5. Compact Structure Fund 66,000
6. Savio Gerardo Pinto 8,000
7. Yogesh Rameshkumar Alamchandani 12,000
8. Rajkumar C Kapoor 5,382
9. Shree Sadguru Investments 40,766
10. Doshi Shaileshkumar Mafatlal 2,150
11. Dhanya M Kothari HUF 2,150
12. Shah Asha Jitendrakumar 2,134
13. Nidhi Keyur Sanghavi 2,150
14. Shreya Rakesh Sanghavi 2,150
15. Advanced Vital Enzymes Private Limited 1,28,062
Total 3,00,794
10. Allotment of 73,016 Equity Shares of face value of ₹10/- each issued at a premium of ₹458.52 per Equity
Share on a private placement basis to the following persons:
Sr. No Name Number of Equity Shares
1. VM Finserve and Asset Management 11,000
2. Ramesh Kumar Jain 11,000
3. Hemanth Thanmal 10,800
84Sr. No Name Number of Equity Shares
4. D. Sunil Kumar 10,800
5. Nishil Bharat Bhatt 1,997
6. Ghoshil Bharat Bhatt 1,997
7. Renuka Rasiklal Parekh 1,997
8. Darshana Bhavensh Doshi 1,997
9. Bhavna Chandresh Mehta 1,997
10. Vipula Sailesh Bhansali 1,997
11. Sanjay Harshadrai Mehta 4,500
12. Singhvi Heritage LLP 10,800
13. Parul Dharmendra Vakharia 2,134
Total 73,016
11. Allotment of 1,70,915 Equity Shares of face value of ₹10/- each issued at a premium of ₹458.52 per
Equity Share on a private placement basis to the following persons:
Sr. No Name Number of Equity Shares
1. Socradamus Capital Pvt Ltd 22,000
2. Jigna Mukesh Shah 5,336
3. Seema Dilip Vora 33,000
4. Kalpana Sudhir Bheda 22,000
5. Rupesh Soni 21,344
6. Vijesh C Shah HUF 5,336
7. Dhara Rajesh Mamania 5,336
8. Amit Nitin Chheda 5,336
9. Jignesh Rameshchandra Thaleshwar 5,336
10. Nirali Nileshkumar Shah 5,336
11. Deval Prakash Majmudar 4,270
12. Prashant Radhakishin Ahuja 4,270
13. Subhash Chhamaram Johsi 4,270
14. Aishvarya Chandramohan 4,268
15. Ramkumar M 12,806
16. Sai Nikilehwar 10,671
Total 1,70,915
12. Allotment of 1,07,272 Equity Shares of face value of ₹10/- each issued at a premium of ₹458.52 per
Equity Share on a private placement basis to the following persons:
Sr. No Name Number of Equity Shares
1. Rohan Gupta 60,000
2. Rajul Devidas Shah 9,100
3. Purvesh Mukeshkumar Shah 9,100
4. Amit Gupta 60,00
5. Himanshu S Jain 5,000
6. J4S Financial Solutions LLP 4,000
7. Dinesh Rathi 3,800
8. Nidhi Bansal 2,000
9. Sanjay Kumar 2,000
10. Atul Aggarwal 2,000
11. Kumar Nittin 1,000
12. Ravi Rajkumar Jangid 1,000
13. Satish Kumar Arora 1,000
14. Yogesh Namdeo Mandhare 1,272
Total 1,07,272
13. Allotment of 2,02,631 Equity Shares of face value of ₹10/- each issued at a premium of ₹458.52 Per
85Equity Share on a private placement basis to the following persons:
Sr. No Name Number of Equity Shares
1. Rajesh Gupta 3,900
2. Chintan Jitendrakumar Parikh 2,100
3. Aarthi Ramasubramanian 2,100
4. Niveshaay Hedgehogs LLP 4,200
5. Jitendra Bhudeoprasad Agarwal 2,700
6. Kruti Sevanti Doshi 2,100
7. Rajesh Meghji Shah 4,200
8. Priti Chetanbhai Kothari 5,400
9. Chetna Hemant Desai 2,100
10. Jagrutiben Tusharbhai Patel 2,100
11. Sumitradevi Dineshchand Jain 3,000
12. Urvashi Narendra Gada 2,100
13. Pooja Mihir Mota 2,100
14. Amar Manilal Gala 2,100
15. Chetna Dilip Shah 2,100
16. Neville Jijibhoy Mistry 2,100
17. Vijay Maganlal Goshar 2,100
18. Vidhya Kanhaiyalal Purohit 2,100
19. Ashwin Jethalal Dedhia 2,100
20. Sanket Praful Gala 2,100
21 Bhavesh Hemchand Dedhia 2,100
22 Deepak Jivraj Nisar 2,100
23. Harish Kumar Gupta 5,400
24. Nitin Wason 3,900
25. Rajat Mukhija 4,200
26. Kaustubh Rungta 4,200
27. Ranjana Kanda 2,100
28. Bharat Kumar Jain 1,200
29. Ratnaben Rameshkumar Jain 2,400
30. Shraddhabahan Sagarkumar Ghetia 1,200
31. Jinal Vijay Shah 1,200
32. Siddharth Jain 2,100
33. Truvito Corporate Advisors LLP 2,100
34. Chetan Mansukhlal Kothari 3,300
35. Vishal Harakchand Gala 2,100
36. Swati Goel 5,000
37. Vinod Sethi 15,000
38. J4s Financial Solutions LLP 5,000
39. Prakash Gourisankar Jhunjhunwala 5,400
40. Pransh Capital Partners 9,000
41. Nilesh Dhirajlal Doshi 3,000
42. Ishita Nilang Jain 3,500
43. Rishabh R Jain 4,000
44. Jiten Prataprai Mathuria 4,000
45. Nandan Praveen Bhai Ganatra 2,150
46. Disha Chunky Shah 2,500
47. Garima Poddar 1,000
48. Ganatra Sweety 2,500
49. Siddharth Abhaikumar Nahar 39,500
50. Harsha Talreja 2,500
51. Sagar Narendrabhai Gokani 4,000
52. Anupam Iyer 2181
86Sr. No Name Number of Equity Shares
Total 2,02,631
14. Allotment of 1,00,000 Equity Shares of face value of ₹10/- each issued at a premium of ₹458.52 per
Equity Share on a private placement basis to the following persons:
Sr. No Name Number of Equity Shares
1. Farukbhai Gulambhai Patel 12,000
2. Maya M. Savla 11,000
3. Ravi Devji Karani HUF 11,000
4. Benani Capital – Scheme 1 11,000
5. VPK Global Ventures Fund – Scheme 1 11,000
6. Ashish P. Savla 5,500
7. Deepesh Shah HUF 5,500
8. Niti Nilesh Gala 5,500
9. Deepak Kheraj Gada 5,500
10. Aparna Hirav Patel 5,500
11. Alpa Dhakan 5,500
12. Amit Nitin Chheda 5,500
13. Dhaval Arvind Bahua 5,500
Total 1,00,000
15. Allotment of 98,300 Equity Shares of face value of ₹10/- each issued at a premium of ₹458.52 per Equity
Share on a private placement basis to the following persons:
Sr. No Name Number of Equity Shares
1. Bala Subramanian 68,300
2. Vijay R. Vakharia 25,000
3. V Rajalakshmi 5,000
Total 98,300
16. Allotment of 77,78,672 Equity Shares of face value of ₹10/- each by way of Bonus Issue in the ratio of
2:1:
Sr. No Name Number of Equity Shares
1. Sumit Bhutani 2,000
2. Nandan Pravinbhai Ganatra 4,300
3. Vidhya Kanhaiyalal Purohit 4,200
4. Parampreetsingh P Bindra 4,000
5. Shah Priti 10,000
6. Manjula A 4,00,000
7. Anupam Narayan Iyer 4,362
8. Thomas Pangaraj William 1,00,000
9. Shreya Rakesh Sanghavi 4,300
10. Nitin Wason 7,800
11. Aishvarya Chandramohan 8,536
12. Capt. Deepak Parasuraman 13,14,664
13. Jayasundari Kowsikan 2,00,000
14. Compact Structure Fund 1,32,000
15. J4S Venture Fund-I 18,000
16. Lenin Krishnamoorthy Balamanikandan 30,752
17. Subburajan Lenin Krishnamoorthy 30,760
18. Vijay Kumar 1,79,450
19. Rekha Suraj 12,902
20. Parul Dharmendra Vakharia 4,268
21. Nirali Nileshkumar Shah 10,672
87Sr. No Name Number of Equity Shares
22. Vinay Dharamchand Shah 200
23. Venkatesh Ramanathan 28,666
24. R Kannan 1,31,864
25. Rajat Mukhija 8,400
26. Honey Ahuja 10,000
27. Ambashankar R 28,666
28. Satish Kumar Arora 2,000
29. Yogesh Rameshkumar Alamchandani 24,000
30. Bharati Ramnik Bahua 7,000
31. Shripal Bhandari 22,000
32. Farukbhai Gulambhai Patel 24,000
33. Savitha R 35,416
34. Hemanth Thanmal 21,600
35. Jay Grih Nirman Pvt. Ltd 4,200
36. Hemant Kumar Gupta 10000
37. Fabtech Turnkey Projects LLP 11,000
38. Vishal Harakchand Gala 4,200
39. Amar Manilal Gala 4,200
40. Swati Goel 20,000
41. Jigna Mukesh Shah 10,672
42. Deepak Kheraj Gada 11,000
43. Vijesh C Shah HUF 10,672
44. Deepesh Shah HUF 11,000
45. Dinesh Rathi 7,600
46. Ashish P Savla 11,000
47. Dhara Rajesh Mamania 10,672
48. Amit Nitin Chheda 21,672
49. Jignesh Rameshchandra Thaleshwar 10,672
50. Niti Nilesh Gala 11,000
51. Pooja Mihir Mota 4,200
52. Aparna Hirav Patel 11,000
53. Wealthologists Private Limited 10,000
54. Amandeep Singh Dhanjal 7,400
55. Deval Prakash Majmudar 8,540
56. Prashant R Ahuja 8,540
57. Subhash Joshi 8,540
58. Rajesh Gupta 7,800
59. Rajkumar Perumal 3,200
60. Neha Bothra 10,000
61. Selvaraj Skylakha 10,760
62. Anusha Krishnaswamy 8,600
63. Ganatra Sweety Parthivkumar 5,000
64. Advanced Vital Enzymes Pvt Ltd 2,56,124
65. Priti Shah 10,000
66. Shreshtha Business Solutions LLP 16,56,136
67. Ranjana Kanda 4,200
68. Kamlesh Khubchand Meghrajani 520
69. Dhanya M Kothari HUF 4,300
70. VPK Global Ventures Fund - VPK Global Ventures Fund
- Scheme 1 22,000
71. Benani Capital- Benani Capital Scheme 1 22,000
72. Rohit Ghanshyam Gupta 9,000
73. Himanshu S Jain 10,000
74. Sagar Narendrabhai Gokani 8,000
88Sr. No Name Number of Equity Shares
75. Rajesh Narayanasamy 2,150
76. Niraj Dhanraj Chhajer 18,000
77. Alpa Dhakan 11,000
78. Yogesh Namdeo Mandhare 2,544
79. Sanjay Harshadrai Mehta 9,000
80. Krisha Vishal Talreja 11,688
81. Rahul R Mahajan 9,000
82. Sanjay Kumar 4,000
83. Satyanarayan Agarwal 10,800
84. Vijay Maganlal Goshar 4,200
85. Siddharth Abhaikumar Nahar 59,000
86. Renuka Rasiklal Parekh 3,994
87. Ghoshil Bharat Bhatt 3,994
88. Nishil Bharat Bhatt 3,994
89. Maya M Savla 22,000
90. Deepak Jivraj Nisar 4,200
91. Capacious Wealth Management LLP 15,460
92. Aarushi Agarwal 1,800
93. Jitendra Bhudeoprasad Agarwal 40
94. Himtaj Consultants Pvt. Ltd. 3,000
95. Spinnex India Pvt. Ltd 1,200
96. Rameshbhai Babulal Manek 3,520
97. Megha Vishalbhai Rughani 3,520
98. Nirav H Manek HUF 3,520
99. Brijesh Jaysukhbhai Savani 3,840
100. Khush Tejas Nathwani 3,840
101. Jayantilal Popatlal Rajkotiya 7,040
102. Hetal Kishanbhai Madhani 1,760
103. Kishan Rameshchandra Madhani 1,760
104. Kalpana Sudhir Bheda 44,000
105. Nidhiben Keyurkumar Sanghavi 4,300
106. Abhay Shaileshkumar Doshi 4,300
107. Komal Sachin Dedhia 1,200
108. Purvesh Mukeshkumar Shah 18,200
109. Urvashi Narendra Gada 4,200
110. Chitresh Kumar Lunawat 21,600
111. Sumitradevi Dineshchand Jain 6,000
112. Sanjay Katkar 19,764
113. Nidhi Bansal 4,000
114. Ishita Nilang Jain 7,000
115. Atul Aggarwal 4,000
116. Sahasrar Capital Private Limited 51,532
117. Seema Dilip Vora 66,000
118. Chetna Dilip Shah 4,200
119. Ninedot Ventures LLP 21,600
120. Kailash Sahebrao Katkar 9,000
121. Rupesh Soni 42,688
122. Disha Chunky Shah 5,000
123. Ratanben Rameshkumar Jain 2,400
124. Neville Jijibhoy Mistry 4,200
125. Nilesh Dhirajlal Doshi 6,000
126. Chothani Sagar Maheshbhai HUF 3,520
127. Chothani Paras Maheshbhai HUF 3,520
128. Socradamus Capital Private Limited 44,000
89Sr. No Name Number of Equity Shares
129. Jaya Thakurdas Sangtani 520
130. Vinod Sethi 30,000
131. Jagrutiben Tusharbhai Patel 4,200
132. Shweta Agarwal 2,400
133. Asha Jitendrabhai Shah 4,268
134. Ruteshkumar R Shah (HUF) 3,840
135. Savio Pinto 16,000
136. Akilandeswari Selvamurthy 10,800
137. Kruti Sevanti Doshi 4,200
138. Veeranna Shivappa Sajjanar 20,000
139. Amit Gupta 16,000
140. Prakash Gourisankar Jhunjhunwala 10,800
141. Mani Ramkumar 25,612
142. Kishan Raj Jain B 7,48,002
143. Sarveswar Reddy Sanivarapu 6,000
144. Jiten Prataprai Mathuria 8,000
145. Rishabh R Jain 8,000
146. Brijesh Jitendra Parekh 87,000
147. Vipula Shailesh Bhansali 3,994
148. Ravi Devji Karani HUF 22,000
149. Rajesh H Sethia 1,800
150. Singhvi Heritage LLP 21,600
151. Shraddhabahan Sagarkumar Ghetia 2,400
152. Harsha Talreja 5,000
153. Bharat Kumar Jain 2,400
154. Jinal Vijay Shah 2,400
155. Sandeep Dhirajlal Sanghvi 2,000
156. Vipul Daga 2,400
157. Aarthi Ramasubramanian 4,200
158. Pramod Kumar 4,800
159. Rohan Gupta 1,40,000
160. Ravi Rajkumar Jangid 2,000
161. Piyush Kirti Purohit 3,560
162. Sai Nikileshwar 21,342
163. Kumar Nittin 2,000
164. Sonu Goel 8,000
165. Garima Deepak Poddar 2,000
166. Sharon Gupta 30,000
167. Gulab Mirchumal Lakhyani 520
168. Chintan Jitendrakumar Parikh 4,200
169. Ramadhas Aravind 4,300
170. Sanket Praful Gala 4,200
171. Tina Gupta 20,000
172. Likhita Reddy Kasa 4,000
173. Truvito Corporate Advisors 4,200
174. Bhavesh Hemchand Dedhia 4,200
175. Jyoti Ketan Vakharia 10,000
176. Ramesh Kumar Jain 22,000
177. Kaustubh Rungta 8,400
178. Ramya S 10,760
179. Dhaval Arvind Bahua 17,400
180. Siddharth Jain 4,200
181. Rahul Anil Lala 8,900
182. Darshana Bhavnesh Doshi 3,994
90Sr. No Name Number of Equity Shares
183. Bhavna Chandresh Mehta 3,994
184. Dhara Monic Shah 8,400
185. Priti Chetanbhai Kothari 21,600
186. Pratik Mahendra Mehta HUF 11,000
187. Harish Kumar Gupta 10,800
188. P Jyothi 10,000
189. Piyush Kirti Purohit 3,000
190. Ashwin Jethalal Dedhia 4,200
191. Rajul Devidas Shah 18,200
192. Bala Subramanian 4,72,380
193. Vijay R Vakharia 50,000
194. V Rajalakshmi 10,000
Total 77,78,672
17. Allotment of 10,78,743 Equity Shares of face value of ₹10/- each issued at a premium of ₹210.00 per
Equity Share on a private placement basis to the following persons:
Sr. No Name Number of Equity Shares
1. Purvesh Mukesh Kumar Shah 2,50,000
2. Rohan Gupta 1,50,000
3. Saint Capital 1,77,833
4. Dhawal Thakker 70,000
5. Suresh Gandhi 45,000
6. Bijal Pritesh Vora 45,000
7. S Nagarajan 2,90,910
8. Kishan Raj Jain B 50,000
Total 10,78,743
The securities issued by the Company from inception till the date of this Prospectus have been issued in
compliance with the Companies Act, 2013, more particularly, Section 62(1)(c) and Section 42 for the
private placement, Section 62(1)(a) for the Rights Issue and Section 63 for Bonus issue.
b) Issuance of Debentures
Except as disclosed below, there have been instances where company allotted 15% compulsory
convertible Debentures on private placement basis in compliance with Section 62(1)(c) of Companies
Act, 2013. As on the date of this Prospectus there are no outstanding convertible debentures:
Sr. Date of allotment No. of Securities Type of Securities
No. issued
1. February 5, 2021 6,667 15% compulsorily convertible debenture
2. June 15, 2021 8,900 15% compulsorily convertible debenture
Preference Share Capital
As on the date of this Prospectus, our Company does not have any Preference Share Capital.
Issue of shares for consideration other than cash or by way of bonus issue or out of revaluation of
reserves
Except as mentioned below, our Company has not issued any Equity Shares for consideration other than
cash or by way of bonus issue or out of revaluation of reserves at any time since incorporation.
91Date of Nature of Issue Number of Face Nature of Benefits accrued
allotment allotment price per equity value consideration to our Company,
equity shares (₹) if any
shares (₹) allotted
November Bonus - 77,78,672 10 - Capitalisation of
25, 2024 Issue(1) reserves
(1)Allotment of 77,78,672 Equity Shares of face value of ₹10/- each by way of Bonus Issue in the ratio of 2:1.
Convertible Warrants
Our Company does not have any outstanding convertible warrants as on the date of filing this Prospectus.
Issue of Equity Shares pursuant to schemes of arrangement
Our Company has not allotted any Equity Shares pursuant to a scheme of amalgamation approved under
Sections 230 to 234 of the Companies Act, 2013.
Issue or transfer of Equity Shares under employee stock option schemes
The Company does not have any employee stock option schemes under which any Equity Shares of the
Company are granted. Accordingly, no Equity Shares have been issued or transferred by our Company
pursuant to the exercise of any employee stock options.
Sub- Division/consolidation of Equity Shares in the last one year
Our Company has not undertaken any sub-division or consolidation of its equity shares in the one year
preceding the date of this Prospectus.
Issue of shares at a price lower than the Issue Price in the last year
The Issue Price was determined by our Company in consultation with the BRLM after the Bid/Issue
Closing Date. Our Company has issued Equity Shares during a period of 1 (one) year preceding the date
of this Prospectus which may be lower than the Issue Price.
[Remainder of the page has been intentionally left blank]
92Shareholding Pattern of our Company
The table below presents the equity shareholding pattern of our Company as on the date of this Prospectus.
Catego Category Number Number of Numbe Numbe Total Shareholdi Number of Voting Rights held in each class Number of Shareholding, Number of locked in Number of Number of
ry (I) of of fully paid- r of r of number of ng as a % of securities (IX) shares as a % shares (XII) Shares Equity Shares
shareholdesharehol up Equity Partly shares shares held of total Underlying assuming full pledged or held in
r (II) ders (III) Shares paid-up underly (VII) number of Outstandin conversion of otherwise dematerialized
held (IV) Equity ing =(IV)+(V)+ shares g convertible encumbered form (XIV)
Shares Deposit (VI) (calculated convertible securities (XIII)
held ory as per securities (as a
(V) Receipt SCRR, Number of Voting Rights Total as a (including percentage of Number (a) As a % Nu As a %
s (VI) 1957) Class: Class: Total % of Warrants) diluted share of total mb of total
(VIII) As a Equity Others (A+B+ C) (X) capital) (XI)= Equity er Equity
% of Shares (VII)+(X) As a Shares (a) Shares
(A+B+C2) % of (A+B+C2) held (b) held (b)
(A) Promoters 5 56,18,998 - - 56,18,998 44.08 56,18,998 - 56,18,998 44.08 - 44.08 56,18,998 44.08 - - 56,18,998
and
Promoter
Group
(B) Public 516 71,27,753 - - 71,27,753 55.92 71,27,753 - 71,27,753 55.92 - 55.92 71,27,753 55.92 - - 71,27,753
(C) Non - - - - - - - - - - - - - - - - -
Promoter-
Non Public
(C1) Shares - - - - - - - - - - - - - - - - -
underlying
depository
receipts
(C2) Shares held - - - - - - - - - - - - - - - - -
by
employee
trusts
Total 521 1,27,46,751 - - 1,27,46,751 100.00 1,27,46,751 - 1,27,46,751 100.00 - 100.00 1,27,46,751 100.00 - - 1,27,46,751
(A+B+C)
Notes
• As on date of this Prospectus 1 Equity Share holds 1 vote.
• We have only one class of Equity Shares of face value of ₹ 10/- each.
• We have entered into tripartite agreement dated April 22, 2024 and April 18, 2024 with NSDL and CDSL respectively.
• Our Company will file the shareholding pattern in the form prescribed under Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, one day prior to the listing of the Equity
shares. The shareholding pattern will be uploaded on the Website of NSE before commencement of trading of such Equity Shares.
93Other details of shareholding of our Promoter and Promoter Group
As on the date of the filing of this Prospectus, our Company has 521 (Five Hundred and Twenty One)
Shareholders.
Set forth below are the details of the build–up of our Promoters’ and Promoter Group shareholding
in our Company since incorporation:
A. Promoters
Capt. Deepak Parasuraman
Date of Number of Face Issue / Natur Nature of Allotment / % of % of
Allotment / Equity value per Transfer e of Transfer Pre- post-
Acquisition Shares Equity Price per Consi Issue issue
Allotted / Share Equity derati capital capital
Transferred (₹) Share (₹) on
On 5,000 10 10 Cash Allotment on
0.04 0.03
Incorporation Subscription of MOA
November 23, 9,95,000 10 10 Cash Right Issue
7.81 5.75
2020
November 06, (2,00,000) 10 10 Cash Transfer to Annamalai
-1.57 -1.16
2021 Thiagaraja
April 01, 2022 (1,00,000) 10 10 Cash Transfer to Kishan Raj
Jain Chandra Bai -0.78 -0.58
Praveen Sancheti
April 01, 2022 (1,00,000) 10 10 Cash Transfer to Kishan Lal
-0.78 -0.58
Amit Kumar Jain
July 27, 2023 57,332 10 348.84 Cash Right Issue 0.45 0.33
November 25, 13,14,664 10 - - Bonus Issue
10.31 7.60
2024
Total 19,71,996 - - - - 15.47 11.40
Kannan Ramakrishnan
Date of Allotment Number of Face Issue / Nature Nature of % of % of post-
/ Acquisition Equity Shares value Transfer of Allotment / Pre- issue
Allotted / per Price Conside Transfer Issue capital
Transferred Equity per ration capital
Share Equity
(₹) Share
(₹)
July 27, 2023 28,666 10 348.84 Cash Right Issue 0.22 0.17
August 25, 2023 37,266 10 348.84 Cash Right Issue 0.29 0.22
November 25, 1,31,864 10 - - Bonus Issue
1.03 0.76
2024
Total 1,97,796 - - - - 1.55 1.14
94Ambashankar
Date of Number of Face Issue / Nature Nature of % of Pre- % of post-
Allotment / Equity Shares value Transfer of Allotment / Issue issue
Acquisition Allotted / per Price per Consider Transfer capital capital
Transferred Equity Equity ation
Share Share (₹)
(₹)
July 27, 14,333 10 348.84 Cash Right Issue
0.11 0.08
2023
November 28,666 10 - - Bonus Issue
0.22 0.17
25, 2024
Total 42,999 - - - - 0.34 0.25
Bastimal Kishanraj
Date of Number of Face Issue / Nature Nature of % of % of post-
Allotment / Equity Shares value Transfer of Allotment / Pre- issue capital
Acquisition Allotted / per Price per Consider Transfer Issue
Transferred Equity Equity ation capital
Share Share (₹)
(₹)
October 04, 1,24,667 10 137.61 Cash Transfer from
2024 Kishanraj Jain 0.98 0.72
Manish Kumar
October 04, 1,24,667 10 137.61 Cash Transfer from
2024 Kishan Lal Amit 0.98 0.72
Kumar Jain
October 07, 1,24,667 10 137.61 Cash Transfer from
2024 Kishan Raj Jain
0.98 0.72
Chandra Bai
Praveen Sancheti
November 7,48,002 10 - - Bonus Issue
5.87 4.32
25, 2024
March 18, 50,000 10 220 Cash Private Placement
0.39 0.29
2025
Total 11,72,003 9.19 6.77
Shreshtha Business Solutions LLP
Date of Number of Face Issue / Nature Nature of % of % of post-
Allotment / Equity Shares value Transfer of Allotment / Pre- issue capital
Acquisition Allotted / per Price per Consider Transfer Issue
Transferred Equity Equity ation capital
Share Share (₹)
(₹)
On 5,000 10 10 Cash Allotment on
Incorporation Subscription of 0.04 0.03
MOA
November 23, 9,95,000 10 10 Cash
Right Issue 7.81 5.75
2020
November 06, (2,00,000) 10 10 Cash Transfer to
2021 Annamalai -1.57 -1.16
Thiagaraja
April 01, (5,000) 10 10 Cash Transfer to
2022 Kishanraj Jain -0.04 -0.03
Manish kumar
95Date of Number of Face Issue / Nature Nature of % of % of post-
Allotment / Equity Shares value Transfer of Allotment / Pre- issue capital
Acquisition Allotted / per Price per Consider Transfer Issue
Transferred Equity Equity ation capital
Share Share (₹)
(₹)
April 01, (95,000) 10 10 Cash Transfer to
2022 Kishanraj Jain -0.75 -0.55
Manish kumar
April 01, (1,00,000) 10 10 Cash Transfer to Roshan
-0.78 -0.58
2022 Sancheti
May 29, 2023 11,108 10 348.84 Cash Right Issue 0.09 0.06
July 27, 2023 1,77,147 10 348.84 Cash Right Issue 1.39 1.02
August 25, 88,608 10 348.84 Cash
Right Issue 0.70 0.51
2023
October 09, (24,667) 10 348.84 Cash Transfer to Kishan
2023 Raj Jain Chandra
-0.19 -0.14
Bai Praveen
Sancheti
October 09, (24,667) 10 348.84 Cash Transfer to Kishan
2023 Lal Amit Kumar -0.19 -0.14
Jain
October 09, (24,667) 10 348.84 Cash Transfer to Kishan
2023 Raj Jain Manish -0.19 -0.14
Kumar
October 09, (24,794) 10 348.84 Cash Transfer to Roshan
-0.19 -0.14
2023 Sancheti
August 05, (50,000) 10 400.00 Cash Transfer to
2024 Annamalai -0.39 -0.29
Thiagaraja
November 19, 1,00,000 10 468.52 Cash Transfer from
2024 Annamalai 0.78 0.58
Thiagaraja
November 25, 16,56,136 10 - - Bonus Issue
12.99 9.57
2024
July 22, 2025 (2,50,000) 10 220 Cash Transfer to Vijay
-1.96 -1.44
Manohar Makhija
Total 22,34,204 - - - - 17.53 12.91
B. Promoter Group
Nil
List of Shareholders of the Company holding 1% or more of the paid-up Share Capital of the Company
a) Set forth below is a list of Shareholders holding 1% or more of the paid-up Share Capital of
our Company, as on the date of filing of this Prospectus
Sr. No. Name of Shareholder Shares Held (Face % of Equity
Value of ₹10 each) Share Capital
1 Shreshtha Business Solutions LLP 22,34,204 17.53
2 Deepak Parasuraman 19,71,996 15.47
3 Bastimal Kishanraj 11,72,003 9.19
4 Bala Subramanian 7,08,570 5.56
5 Purvesh Mukeshkumar Shah 4,00,200 3.14
6 Advenza Global Limited 3,84,186 3.01
96Sr. No. Name of Shareholder Shares Held (Face % of Equity
Value of ₹10 each) Share Capital
7 Rohan Gupta 3,45,000 2.71
8 Jayasundari Kowsikan 3,00,000 2.35
9 Vijay Manohar Makhija 2,50,000 1.96
10 R Kannan 1,97,796 1.55
11 Parisha Purvesh Shah 1,80,600 1.42
12 Vijay Kumar 1,79,175 1.41
13 Saint Capital Fund 1,77,833 1.40
14 Sharda Devi Hada 1,70,000 1.33
Total 86,71,563 68.03
b) Set forth below is a list of Shareholders holding 1% or more of the paid-up Share Capital of
our Company, as of 10 days prior to the date of filing of this Prospectus
Sr. No. Name of Shareholder Shares Held (Face % of Equity
Value of ₹10 each) Share Capital
1 Shreshtha Business Solutions LLP 2 2 , 3 4 , 2 0 4 1 7 . 5 3
2 Deepak Parasuraman 1 9 , 7 1 , 9 9 6 1 5 . 4 7
3 Bastimal Kishanraj 11,72,003 9.19
4 Bala Subramanian 70,85,70 5.56
5 Purvesh Mukeshkumar Shah 4 , 0 0 , 2 0 0 3 . 1 4
6 Advenza Global Limited 3 , 8 4 , 1 8 6 3 . 0 1
7 Rohan Gupta 3,60,000 2.82
8 Jayasundari Kowsikan 3 , 0 0 , 0 0 0 2 . 3 5
9 S Nagarajan 2,90,910 2.28
10 Vijay Manohar Makhija 2 , 5 0 , 0 0 0 1 . 9 6
11 R Kannan 1 , 9 7 , 7 9 6 1 . 5 5
12 Parisha Purvesh Shah 1,80,600 1.42
13 Vijay Kumar 1 , 7 9 , 1 7 5 1 . 4 1
14 Saint Capital Fund 1 , 7 7 , 8 3 3 1 . 4 0
Total 88,07,473 69.10
c) Set forth below is a list of Shareholders holding 1% or more of the paid-up Share Capital of
our Company, as of one year prior to the date of filing of this Prospectus
Sr. Name of Shareholder Shares Held % of Equity
No. (Face Value of Share Capital
₹10 each)
1 Shreshtha Business Solutions LLP 7,78,068 25.94%
2 Deepak Parasuraman 4,57,332 15.25%
3 Annamalai Thiagarajan 4,00,000 13.34%
4 Advanced Vital Enzymes Pvt Ltd 1,28,062 4.27%
5 Roshan Sancheti 1,24,794 4.16%
6 Kishan Lal Amit Kumar Jain 1,24,667 4.16%
7 Kishan Raj Jain Chandra Bai Praveen Sancheti 1,24,667 4.16%
8 Kishanraj Jain Manish Kumar 1,24,667 4.16%
9 Jayasundari Kowsikan 1,00,000 3.33%
10 Vijay Kumar 89,725 2.99%
11 Compact Structure Fund 66,000 2.20%
12 R Kannan 65,932 2.20%
97Sr. Name of Shareholder Shares Held % of Equity
No. (Face Value of Share Capital
₹10 each)
13 Rohan Gupta 60,000 2.00%
14 Seema Dilip Vora 33,000 1.10%
Total 26,76,914 89.26%
d) Set forth below is a list of Shareholders holding 1% or more of the paid-up Share Capital of
our Company, as of two years prior to the date of filing of this Prospectus
Sr. No. Name of Shareholder Shares Held (Face % of Equity
Value of ₹10 each) Share Capital
1 Shreshtha Business Solutions LLP 6,00,000 27.91
2 Capt. Deepak Parasuraman 6,00,000 27.91
3 Annamalai T 4,00,000 18.60
4 Kishan Lal Amit Kumar Jain 1,00,000 4.65
5 Kishan Raj Jain Chandra Bai 1,00,000 4. 65
Praveen Sancheti
6 Kishanraj Jain Manish Kumar 1,00,000 4. 65
7 Roshan Sancheti 1,00,000 4. 65
8 Jayasundari Kowsikan 1,00,000 4. 65
9 Thomas William Pangaraj 50,000 2.33
Total 21,50,000 100.00
The aggregate shareholding of the Promoters and Promoter Group as of the date of filing this
Prospectus.
Sr. Name of the Shareholder Number of Equity % Pre-Issue Equity % Post-Issue
No. Shares Share capital (%) Equity Share
capital (%)
Promoters
1 Shreshtha Business Solutions LLP 22,34,204 17.53 12.91
2. Capt. Deepak Parasuraman 19,71,996 15.47 11.40
3. Bastimal Kishanraj 11,72,003 9.19 6.77
4. Kannan Ramakrishnan 1,97,796 1.55 1.14
5. Ambashankar 42,999 0.34 0.25
Promoter Group
Nil - - -
Total 56,18,998 44.08 32.47
Sales or purchase of Equity Shares or other specified securities by the Promoters and Promoter Group,
Directors and their immediate relatives within six months immediately preceding the date of filing of
this Prospectus
Except as disclosed in “Build-up of Promoters’ and Promoter Group shareholding in our Company” above,
none of our Promoters, members of our Promoter Group, our Directors or their relatives have sold or
purchased any Equity Shares or other specified securities of our Company during the period of six months
immediately preceding the date of filing of this Prospectus.
The members of the Promoter Group, our directors and the relatives of our directors have not financed the
purchase by any other person of securities of our Company, other than in the normal course of the business
of the financing entity, during the six months immediately preceding the date of filing this Prospectus.
98Details of Promoters’ Contribution lock-in
Pursuant to the Regulation 236 and 238 of the SEBI ICDR Regulations, an aggregate of 20.00% of the Post-
Issue Equity Share Capital held by our Promoters shall be considered as promoters’ contribution
(“Promoters’ Contribution”) and locked-in for a period of three years from the date of Allotment of the
Equity Shares. The lock-in of the Promoters’ Contribution would be created as per applicable law and
procedure and details of the same shall also be provided to the Stock Exchange before listing of the Equity
Shares.
As on the date of this Prospectus, our Promoters hold 56,18,998 Equity Shares of face value of ₹10/- each
constituting 44.08% of the pre-issued, subscribed and paid-up Equity Share Capital of our Company, which
are eligible for the Promoters’ contribution.
Our Promoters, Ambashankar, Capt. Deepak Parasuraman, Kannan Ramakrishnan, and Shreshtha Business
Solutions LLP , have given written consent to include 35,00,000 Equity Shares held by them and subscribed
by them as part of Promoters Contribution constituting 20.23% of the post issue Equity Shares of our
Company. Further, they have agreed not to sell or transfer or pledge or otherwise dispose of in any manner,
the Promoters’ contribution, for a period of three years from the date of allotment in the Issue.
Name of Number Date of Nature of Face Issue / Percentage Percen Date up to
Promoters of Equity allotment of transaction Value Acquisitio of the pre- tage of which
Shares Equity per n price per Issue paid- the Equity
locked-in Shares and Equit Equity up capital post- Shares are
when made y Share (₹) (%) Issue subject to
fully paid- Share paid- lock-in
up (₹) up
capital
(%)
On Subscription August 10,
5,000 10 10 0.04% 0.03
Incorporation to the MOA 2028
November August 10,
9,95,000 Right Issue 10 10 7.81% 5.75
Capt. Deepak 23, 2020 2028
Parasuraman August 10,
57,332 July 27, 2023 Right Issue 10 348.84 0.45% 0.33
2028
November August 10,
6,07,002 Bonus Issue 10 - 4.76% 3.51
25, 2024 2028
5,000 On Subscription 10 10.00 0.04% August 10,
0.03
Incorporation to the MOA 2028
9,95,000 November Right Issue 10 10.00 7.81% August 10,
5.75
23, 2020 2028
Shreshtha 11,108 May 29, Right Issue 10 348.84 0.09% August 10,
0.06
Business 2023 2028
Solutions 1,77,147 July 27, 2023 Right Issue 10 348.84 1.39% August 10,
1.02
LLP 2028
88,608 August 25, Right Issue 10 348.84 0.70% August 10,
0.51
2023 2028
3,55,576 November Bonus Issue 10 2.79% August 10,
- 2.05
25, 2024 2028
Amba 14,333 July 27, 2023 Right Issue 10 348.84 0.11% 0.08 August 10,
99Name of Number Date of Nature of Face Issue / Percentage Percen Date up to
Promoters of Equity allotment of transaction Value Acquisitio of the pre- tage of which
Shares Equity per n price per Issue paid- the Equity
locked-in Shares and Equit Equity up capital post- Shares are
when made y Share (₹) (%) Issue subject to
fully paid- Share paid- lock-in
up (₹) up
capital
(%)
Shankar 2028
21,957 November Bonus Issue 10 0.17% August 10,
- 0.13
25, 2024 2028
28,666 July 27, 2023 Right Issue 10 348.84 0.22% August 10,
0.17
2028
Kannan
37,266 August 25, Right Issue 10 348.84 0.29% August 10,
Ramakrishna 0.22
2023 2028
n
1,01,005 November Bonus Issue 10 0.79% August 10,
- 0.58
25, 2024 2028
Total 3 5,00,000 27.46% 20.23 -
- - - -
The minimum Promoters’ Contribution has been brought in to the extent of not less than the specified
minimum lot and from persons defined as “Promoter” under the SEBI ICDR Regulations. All Equity Shares,
which are being locked in are not ineligible for computation of Minimum Promoters Contribution as per
Regulation 237 of the SEBI ICDR Regulations and are being locked in for 3 years as per Regulation 238(a)
of the SEBI ICDR Regulations i.e. for a period of three years from the date of allotment of Equity Shares in
this Issue.
Details of Promoters’ Contribution locked-in for one year and two years
Pursuant to Regulation 238(b) of the SEBI ICDR Regulations, read with the additional eligibility criteria for
obtaining in-principle approval for listing on the EMERGE Platform of NSE, as well as the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025
vide notification dated March 03, 2025.” the following lock-in requirements apply:
In addition to the Minimum Promoters’ Contribution, which is locked in for 3 (three) years as mentioned
above, 50% of Promoters’ holding in excess of Minimum Promoters’ Contribution, comprising 10,59,500
Equity Shares, will be locked in for a period of two (2) years, while the remaining 50% of Promoters’ holding
in excess of Minimum Promoters’ Contribution, comprising 10,59,498 Equity Shares, will be locked in for
a period of one (1) year from the date of allotment of Equity Shares in this issue.
Details of pre-issue Equity Shares held by persons other than the Promoters locked-in for one year
The Equity Shares held by shareholders other than Promoters shall be locked-in for a period of 1 (one) year
from the date of Allotment in the Issue, the same may be transferred to any other person holding the Equity
Shares which are locked-in, subject to continuation of the lock-in in the hands of transferees for the remaining
period (and such transferees shall not be eligible to transfer until the expiry of the lock-in period) and
compliance with the SEBI Takeover Regulations.
All the Equity Shares held by our Promoters are in dematerialized form.
100Compliance with regulation 237 of SEBI ICDR Regulations, the minimum Promoters’ Contribution
of 20% as shown above which is subject to lock-in for three years, we confirm the following:
Reg. No. Promoters’ Minimum Contribution Conditions Eligibility Status of Equity
Shares Forming part of the
Promoters Contribution
237(1) (a) (i) Specified securities acquired during the preceding Eligible
three years, if they are acquired for consideration other
than cash and revaluation of assets or capitalization of
intangible assets is involved in such transaction
237(1) (a) (ii) Specified securities acquired during the preceding Eligible
three years, resulting from a bonus issue by utilization
of revaluation reserves or unrealized profits of the
issuer or from bonus issue against Equity Shares
which are ineligible for minimum promoters’
contribution.
237 (1) (b) Specified securities acquired by the promoters’ and Eligible
alternative investment funds or foreign venture capital
investors or scheduled commercial banks or public
financial institutions or insurance companies
registered with Insurance Regulatory and
Development Authority of India, or any non-
individual public shareholder holding at least five per
cent. of the post-issue capital or any entity (individual
or non-individual) forming part of promoter group
other than the promoter(s) during the preceding one
year at a price lower than the price at which specified
securities are being Issued to the public in the initial
public offer.
237 (1) (c) Specified securities allotted to the promoters and Eligible
alternative investment funds during the preceding one
year at a price less than the issue price, against funds
brought in by them during that period, in case of an
issuer formed by conversion of one or more
partnership firms or limited liability partnerships,
where the partners of the erstwhile partnership firms
or limited liability partnerships are the promoters of
the issuer and there is no change in the management.
237 (1) (d) Specified securities pledged with any creditor Eligible
Inscription or recording of non-transferability
In terms of Regulation 241 of the SEBI ICDR Regulations, our Company confirms that certificates of Equity
Shares which are subject to lock in shall contain the inscription “Non-Transferable” and specify the lock-in
period and in case such equity shares are dematerialized, the Company shall ensure that the lock-in is recorded
by the Depository.
Pledge of Locked in Equity Shares
In terms of Regulation 242 of the SEBI ICDR Regulations, the locked in Equity Shares held by the Promoters,
as specified above, can be pledged with any scheduled commercial bank or public financial institution or a
systemically important non-banking finance company or a housing finance company as collateral security
for loan granted by such bank or institution provided that the pledge of Equity Shares is one of the terms of
101the sanction of the loan. Provided that securities locked in as Minimum Promoter’s Contribution may be
pledged only if, in addition to fulfilling the above requirements, the loan has been granted by such bank or
institution, for the purpose of financing one or more of the objects of the Issue.
In case of Minimum Promoters’ Contribution, the loan has been granted to the issuer company or its
subsidiary(ies) for the purpose of financing one or more of the Objects of the Issue and pledge of equity
shares is one of the terms of sanction of the loan.
In case of Equity Shares held by Promoters in excess of Minimum Promoters’ Contribution, the pledge of
equity shares is one of the terms of sanction of the loan.
However, lock in shall continue pursuant to the invocation of the pledge and such transferee shall not be
eligible to transfer the equity shares till the lock in period stipulated has expired.
Transferability of Locked in Equity Shares
In terms of Regulation 243 of the SEBI ICDR Regulations and subject to provisions of Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as applicable:
The Equity Shares held by our Promoters and locked in as per Regulation 238 of the SEBI ICDR Regulations
may be transferred to any person of the Promoters’ Group or to a new promoter(s) or persons in control of
our Company, subject to continuation of lock-in for the remaining period with transferee and such transferee
shall not be eligible to transfer them till the lock-in period stipulated has expired.
The Equity Shares held by persons other than Promoters and locked in as per Regulation 239 of the SEBI
ICDR Regulations may be transferred to any other person (including Promoters’ Group) holding the equity
shares which are locked-in along with the equity shares proposed to be transferred, subject to continuation of
lock-in for the remaining period with transferee and such transferee shall not be eligible to transfer them till
the lock in period stipulated has expired.
Lock-in of Equity Shares Allotted to Anchor Investors
50% of the Equity Shares Allotted to Anchor Investors in the Anchor Investors Portion shall be locked-in for
a period of 90 days from the date of Allotment and the remaining 50% of the Equity Shares shall be locked-
in for a period of 30 days from the date of Allotment.
Employee stock option schemes
The Company does not have any employee stock option schemes under which any equity shares of the
Company are granted. Accordingly, no Equity Shares have been issued or transferred by our Company
pursuant to the exercise of any employee stock options.
There are no outstanding warrants, options or rights to convert debentures, loans or other instruments into
Equity Shares as on the date of this Prospectus.
Other Confirmations
Our Company, our Directors and the Book Running Lead Manager have not entered into any buy-back
arrangements for the purchase of Equity Shares being Issued through this Prospectus from any person.
As on the date of this Prospectus, the entire Issued, Subscribed and Paid-up Equity Share Capital of our
Company is fully paid-up and there are no partly paid-up Equity Shares as on the date of this Prospectus.
Since the entire issue price in respect of the Issue is payable on application, all the successful applicants will
102be allotted fully paid-up Equity Shares.
There are no outstanding convertible securities or any other right which would entitle any person any option
to receive Equity Shares as on the date of this Prospectus.
The Book Running Lead Manager and their associates (as defined under the Securities and Exchange Board
of India (Merchant Bankers) Regulations, 1992) do not hold any Equity Shares of our Company as on the
date of this Prospectus. The Book Running Lead Manager and its affiliates may engage in the transactions
with and perform services for our Company in the ordinary course of business or may, in the future, engage
in investment banking transactions with our Company for which they may receive customary compensation.
Prior to this Initial Public Offer, our Company has not made any public issue or right issue to public at large.
Our Company has not raised any bridge loan against the proceeds of the Issue.
As on the date of filing of this Prospectus, there are no outstanding warrants, options or rights to convert
debentures, loans or other financial instruments into our Equity Shares.
As per RBI regulations, OCBs are not allowed to participate in this Issue.
As on date of this Prospectus, other than the Equity Shares, there is no other class of securities issued by our
Company.
Our Company undertakes that at any given time, there shall be only one denomination for our Equity Shares,
unless otherwise permitted by law.
As on the date of this Prospectus, none of the Equity Shares held by our Promoters/ Promoter Group are
subject to any pledge.
As on the date of this Prospectus, our Company does not have any such plan for altering the capital structure
by way of split or consolidation of the denomination of the shares, or issue of specified securities on a
preferential basis or issue of bonus or rights or further public issue of specified securities or qualified
institutions placement during the period commencing from filing of this Prospectus with Stock Exchange
until the listing of the Equity Shares of face value ₹ 10 each on the Stock Exchange or the refund of
application monies. Further, our Company may alter its capital structure by way of split / consolidation of
the denomination of Equity Shares or issue of equity shares on a preferential basis or issue of bonus or rights
or further public issue of equity shares or qualified institutions placement, within a period of six months from
the date of opening of the present issue to finance an acquisition, merger or joint venture or for regulatory
compliance or such other scheme of arrangement or for any other purpose, as the Board of Directors may
deem fit, if an opportunity of such nature is determined by the Board of Directors to be in the interest of our
Company.
Our Company shall comply with such disclosure and accounting norms as may be specified by NSE, SEBI
and other regulatory authorities from time to time.
There are no Equity Shares against which depository receipts have been issued.
There are no safety net arrangements for this Public Issue.
Our Promoters and Promoter Group will not participate in this Issue.
This Issue is being made through Book Building Process.
103In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended, (the SCRR)
the Issue is being made for at least 25% of the post-issue paid-up Equity Shares Share Capital of our
Company. Further, this Issue is being made in terms of Chapter IX of the SEBI ICDR Regulations, as
amended from time to time.
No person connected with the Issue shall offer any incentive, whether direct or indirect, in the nature of
discount, commission, and allowance, or otherwise, whether in cash, kind, services or otherwise, to any
Applicant for making an Application.
Our Company shall ensure that any transactions in Equity Shares by our Promoters and the Promoter Group
during the period between the date of filing this Prospectus and the date of closure of the Issue shall be
reported to the Stock Exchange within 24 hours of the transactions.
Shareholding of the Directors, Key Managerial Personnel and Senior Management
Except as stated below, none of our other Directors or Key Managerial Personnel or Senior Management
Personnel holds Equity Shares in our Company.
Sr. Name of Individual Designation Number of % of Pre-Issue paid
No. Equity Shares up Share Capital
1 Capt. Deepak Managing Director 19,71,996 15.47
Parasuraman
2. Kannan Non-Executive Director 1,97,796 1.55
Ramakrishnan
3. Ambashankar Whole-time Director and 42,999 0.34
Chief Executive Officer
Note: Capt. Deepak Parasuraman, Kannan Ramakrishnan and Ambashankar are the Promoters of our
Company.
[Remainder of the page has been intentionally left blank]
104SECTION VI - PARTICULARS OF THE ISSUE
OBJECTS OF THE ISSUE
Our Company intends to utilize the gross proceeds raised through the Issue (“Gross Proceeds”), after deducting the
Issue related expenses (“Net Proceeds”), for the following objects:
1. Funding capital expenditure towards acquisition of six pre-owned aircraft on long term dry lease basis;
2. Repayment/prepayment, in full or part, certain outstanding borrowings availed by our Company; and
3. General Corporate Purposes.
(collectively, referred to “Objects”)
In addition, our Company expects to receive the benefits of listing of the Equity Shares on the Stock Exchange and
enhancement of our Company’s visibility and brand image and creation of a public market for our Equity Shares in
India.
The main objects clause and objects incidental and ancillary to the main objects as set out in the Memorandum of
Association of our Company enables us to undertake the existing activities and the activities for which the funds are
being raised through the Issue.
Issue Proceeds
The details of the proceeds from the Issue are set forth in the table below:
(₹ in lakhs)
Particulars Amount
Gross Proceeds from this Issue^ 10,253.25
Less: Estimated Issue related expenses 499.09
Net Proceeds from the Issue 9,754.16
^ Subject to finalization of basis of allotment.
Utilisation of Net Proceeds and Schedule of Deployment
The proposed utilisation of the Net Proceeds by our Company is set forth in the following table:
(₹ in lakhs)
Particulars Amount which will Proposed schedule for
be financed from Net deployment of the Net Proceeds
Proceeds Fiscal 2026
Funding capital expenditure towards acquisition of
8,047.24 8,047.24
six pre-owned aircraft on long term dry lease basis
Repayment/prepayment, in full or part, certain
727.60 727.60
outstanding borrowings availed by our Company
General Corporate Purposes* 979.32 979.32
Total Net proceeds^ 9,754.16 9,754.16
* The amount utilized for General Corporate Purposes will not exceed will not exceed 15% of the Gross Proceeds from the Issue or ₹ 1,000.00
lakhs, whichever is lower.
^ Subject to finalization of basis of allotment.
In view of the competitive environment in the industry in which we operate, we may have to revise our business plan
from time to time and consequently our funding requirements may also change. Our historical capital expenditure may
not be reflective of our future capital expenditure plans. We may have to revise our estimated costs, fund allocation
and fund requirements owing to factors such as economic and business conditions, increased competition and other
external factors which may not be within our control. This may entail rescheduling or revising the planned expenditure
and funding requirements, including the expenditure for a particular purpose at the discretion of our management. For
105further details, please see the section “Risk Factors – Our funding requirements and the deployment of Net Proceeds
are based on management estimates and have not been independently appraised. Any variation in the utilisation of
Net Proceeds of the Issue as disclosed in this Prospectus shall be subject to compliance requirements, including prior
shareholders’ approval.” on page 30 of this Prospectus.
In case of any increase in the actual utilization of funds earmarked for the Objects or a shortfall in raising requisite
capital from the Net Proceeds, such additional funds for a particular activity will be met by way of means available to
us, including by way of incremental debt or internal accruals. If the actual utilization towards any of the Objects is
lower than the proposed deployment, such balance will be used towards general corporate purposes in accordance
with applicable laws. For details, see “Risk Factors - Our funding requirements and the deployment of Net Proceeds
are based on management estimates and have not been independently appraised. Any variation in the utilisation of
Net Proceeds of the Issue as disclosed in this Prospectus shall be subject to compliance requirements, including prior
shareholders’ approval.” on page 44 of this Prospectus. If the estimated utilization of the Net Proceeds in the
scheduled financial year is not completely met, due to reasons stated above, the same shall be utilised in the next
financial year i.e. FY 2026-27, as may be determined by our Company, in accordance with applicable laws. In case of
any such rescheduling, it shall be made by compliance of the relevant provisions of the Companies Act, 2013.
Means of Finance
The fund requirements set out above is proposed to be entirely funded from the Net Proceeds and internal accruals.
Accordingly, we confirm that there are no requirements to make firm arrangements of finance under Regulation
230(1)(e) of the SEBI ICDR Regulations. In case of shortfall in the Net Proceeds or any increase in the actual
utilisation of funds earmarked for the Objects, our Company may explore a range of options including utilizing our
internal accruals, any additional equity and/or debt arrangements.
Details of the Objects of this Issue
1. Funding capital expenditure towards acquisition of six pre-owned aircraft on long term dry lease basis
We are a DGCA approved Non-Scheduled Airline Operator with a valid Air Operator Permit for providing
private non-scheduled air chartering services from India. Our Company currently provides private air-
chartering services in India with operating base located in Chennai, Tamil Nadu. During our initial years of
operation, we carried out private air-chartering services through a wet lease or quasi charter model wherein
the lessor of the aircraft provides the aircraft with the complete crew, maintenance and insurance
requirements. As our Company matured and gained experience, we have imported and registered an aircraft
under dry-lease arrangement on long term basis, whereby the lessor only provides the aircraft. Under dry
lease model, the aircraft lease rental is paid to the lessor and all other operating expenses such as crew
remuneration, maintenance, repairs, insurance related to the aircraft and other variable expenses such as fuel,
flight planning, ground handling etc., are undertaken by us. This provides us with better operational control
over other ancillary cost such as maintenance, cost of crew and insurance which will improve our
profitability, operational efficiency and flexibility to operate more flight schedules. For further details, please
refer “Our Business” on page 152 of this Prospectus.
As India's wealth accumulation continues and the demand for personalized, time-efficient travel rises, the
private jet market is poised for further expansion. The private jet industry market in India is expected to
continue growing at a CAGR of 13-15% over the next five years. This growth is likely to be driven by
increasing demand from high-net-worth individuals, the expanding startup ecosystem, and the need for fast,
flexible business travel solutions. As more Tier 2 and Tier 3 cities contribute to economic growth, demand
for private aviation is expected to rise. (source: CareEdge Report).
In order to meet the growing demand for private air-charter services, our Company intends to deploy Net
Proceeds from this Issue aggregating up to ₹ 8,047.24 lakhs towards acquisition of six pre-owned aircrafts
on long term dry lease basis.
106Following is a brief description of the pre-owned aircrafts proposed to be acquired by our Company on a long-
term dry lease basis:
Aircraft Type – 1
Aircraft Type – 2
(13-seater large Aircraft Type – 3
(8-seater medium sized
Particular sized cabin (8-seater small sized cabin aircraft)
cabin aircraft)
aircraft)
Aircraft 1 Aircraft 2A Aircraft 2B Aircraft 3A Aircraft 3B Aircraft 3C
Medium Small Size Small Size Small Size
Medium Size
Large Size Cabin Size Cabin Cabin 8- Cabin 8- Cabin 8-
Configuration Cabin 8-Seater
13-Seater Aircraft 8-Seater Seater Seater Seater
Aircraft
Aircraft Aircraft Aircraft Aircraft
Year of
2009 2012 2013 2009 2012 2011
manufacturing
Estimated total
useful life (in ~28–30 ~25–28 ~25–28 ~25 ~25 ~25
number of years)
Estimated total ~50,000 hrs ~50,000 hrs ~50,000 hrs ~50,000 hrs ~50,000 hrs
~55,000 hrs
useful life (in (20,000 (20,000 (20,000 (20,000 (20,000
(20,000 cycles)
hours) cycles) cycles) cycles) cycles) cycles)
Number of hours ~3,000 hrs ~6,000 hrs ~10,000 hrs ~10,500 hrs
~3,400 hrs ~3,800 hrs
flown / flight (2,151 (4,773 (7,429 (7,559
cycles utilised(1)
(1,665 cycles) (2,321 cycles)
cycles) cycles) cycles) cycles)
Estimated balance
useful life (in ~12-14 ~12-15 ~13-16 ~9 ~12 ~11
number of years)
~46,200 hrs ~47,000 hrs ~44,000 hrs ~40,000 hrs ~39,500 hrs
Estimated balance ~51,600 hrs
(17,679 (17,849 (15,227 (12,571 (12,441
useful life (18,335 cycles)
cycles) cycles) cycle) cycle) cycle)
(1) Source: Lease documents and summary of terms as submitted by the global aircraft lessor
The following table summarises the break-up of estimates of the costs for acquiring aircraft on long term dry
lease basis:
[Remainder of the page has been intentionally left blank]
107A. Aircraft Type – 1 (13-seater large sized cabin aircraft)
Date of Quotation/Agreement/Pro
Sr. Amount
Particulars# Amount Name of the Supplier Forma Invoice / Proposal/Letter Validity
No. (₹ in lakhs)
of Intent
November 18, 2024 r/w extension
US$ September 30,
1. Aircraft Lease Deposit 544.12 Global aircraft lessor(1) letter dated February 27, 2025 and
6,30,000 2025
July 05, 2025
Custom duty and clearance INR 229.18 Harish Chander Valid till
2. 229.18 December 06, 2024
charges lakhs Khanna & Co cancelled
Maintenance, Repair, and INR 28.50 Ghodawath Enterprises
3. 28.50 December 02, 2024 12 months
Overhaul (MRO) Deposit lakhs Private Limited
Marsh India Insurance
INR 129.50
4. Aircraft insurance 129.50 Brokers Private July 16, 2025 30 days
lakhs
Limited
INR 25.29 Ghodawath Enterprises Valid till
5. Aircraft Paints 25.29 November 28, 2024
lakhs Private Limited cancelled
US$ Original Equipment
6. SATCOM Equipments 104.50 February 25, 2025 August 2025
1,21,000 Manufacturer(1)
7. Mandatory tools and US$ Original Equipment
218.88 February 25, 2025 August 2025
equipment 2,53,426 Manufacturer(1)
8. Software and data Overseas digital data September 13,
€ 13,220 13.40 July 14, 2025
subscription service provider(1) 2025
Total 1,293.36
B. Aircraft Type – 2 (8-seater medium sized cabin aircraft)
Sr. Particulars# Aircraft 2A Aircraft 2B Name of the Date of
No. Amount Amount Supplier Quotation/Agreement/ Pro
Validity
Amount (₹ in Amount (₹ in Forma Invoice/
lakhs) lakhs) Proposal/Letter of Intent
Aircraft Lease US$ US$ Global aircraft
1. 565.01 565.01 December 13, 2024 Valid till cancelled
Deposit 6,54,192 6,54,192 lessor(1)
INR INR
Custom duty and Harish Chander
2. 193.55 193.55 193.55 193.55 December 06, 2024 Valid till cancelled
clearance charges Khanna & Co
lakhs lakhs
3. Maintenance, INR 32.18 INR 32.18 DGCA registered December 05, 2024 Valid till cancelled with
108Sr. Particulars# Aircraft 2A Aircraft 2B Name of the Date of
No. Amount Amount Supplier Quotation/Agreement/ Pro
Validity
Amount (₹ in Amount (₹ in Forma Invoice/
lakhs) lakhs) Proposal/Letter of Intent
Repair, and 32.18 32.18 MRO service periodic review after every
Overhaul (MRO) lakhs lakhs provider(1) three years
Deposit
INR INR Marsh India
Aircraft
4. 137.08 137.08 137.08 137.08 Insurance Brokers July 16, 2025 30 days
insurance
lakhs lakhs Private Limited
Ghodawath
INR INR
5. Aircraft Paints 25.29 25.29 Enterprises November 28, 2024 Valid till cancelled
25.29 25.29
Private Limited
SATCOM INR INR SA Air Works
6. Equipments and 207.14 207.14 207.14 207.14 India Private June 06 , 2025 September 06, 2025
Satellite data lakhs lakhs Limited
US$ US$ Business Aviation
Mandatory tools
7. 2,59,998 224.55 2,59,998. 224.55 Techservice, December 13, 2024 Valid till cancelled
and equipment
.35 35 GmbH
Overseas digital
Software and data
8. € 13,220 13.40 € 13,220 13.40 data service July 14, 2025 September 13, 2025
subscription
provider(1)
Total 1,398.20 1,398.20
C. Aircraft Type – 3 (8-seater small sized cabin aircraft)
Sr. Particulars# Aircraft 3A Aircraft 3B Aircraft 3C Date of Quotation/
No Amount Amount Amount Name of the Agreement/Pro Forma
Validity
. Amount (₹ in Amount (₹ in Amount (₹ in Supplier Invoice/ Proposal/
lakhs) lakhs) lakhs) Letter of Intent
Aircraft
US$ US$ US$ Global aircraft Valid till
1. Lease 665.03 665.03 665.03 November 29, 2024
7,70,000 7,70,000 7,70,000 lessor(1) cancelled
Deposit
Custom duty INR INR INR
Harish Chander Valid till
2. and clearance 134.17 134.17 134.17 134.17 134.17 134.17 December 06, 2024
Khanna & Co cancelled
charges lakhs lakhs lakhs
3. Maintenance, INR 25.50 25.50 INR 25.50 25.50 INR 25.50 25.50 DGCA December 05, 2024 Valid till
109Sr. Particulars# Aircraft 3A Aircraft 3B Aircraft 3C Date of Quotation/
No Amount Amount Amount Name of the Agreement/Pro Forma
Validity
. Amount (₹ in Amount (₹ in Amount (₹ in Supplier Invoice/ Proposal/
lakhs) lakhs) lakhs) Letter of Intent
Repair, and lakhs lakhs lakhs registered MRO cancelled
Overhaul service with
(MRO) provider(1) periodic
Deposit review
after every
three years
Marsh India
Aircraft INR 87.32 INR 87.32 INR 87.32 Insurance
4. 87.32 87.32 87.32 July 16, 2025 30 days
insurance lakhs lakhs lakhs Brokers Private
Limited
Ghodawath
Aircraft INR 25.29 INR 25.29 INR 25.29 Valid till
5. 25.29 25.29 25.29 Enterprises November 28, 2024
Paints Lakhs Lakhs Lakhs cancelled
Private Limited
SATCOM
INR SA Air Works
Equipments 155.26 INR 155.26 INR 155.26 September
6. 155.26 155.26 155.26 India Private June 06, 2025
and Satellite lakhs lakhs 06, 2025
lakhs Limited
data
Overseas
Mandatory US$
US$ US$ distributor of October
7. tools and 2,46,841.0 213.19 213.19 213.19 July 04, 2025
2,46,841.09 2,46,841.09 aircraft 04, 2025
equipment 9
component(1)
Software and Overseas digital
September
8. data € 13,220 13.40 € 13,220 13.40 € 13,220 13.40 data service July 14, 2025
13, 2025
subscription provider(1)
Total 1,319.16 1,319.16 1,319.16
# As certified by A. John Moris & Co., Chartered Accountants, Statutory Auditor of the Company, through their certificate dated July 24, 2025
Note:
i. Owing to the sensitive nature of the information involved and commercial confidentiality, the names of global aircraft lessors and the certain
component suppliers and service providers are not disclosed.
ii. All amounts are inclusive of GST unless expressly mentioned.
iii. All the quotations are valid as on the date of this Prospectus
iv. Amount in foreign currency has been converted to Indian Rupees using the exchange rate relevant as on July 23, 2025
110All quotations received from the vendors are valid as on the date of this Prospectus. However, we have
not entered into any definitive agreements with any of these vendors and there can be no assurance that
the same vendors would be engaged to eventually supply the aircraft and its related tools, equipments,
spares and services or at the same cost. If we engage someone other than the identified third-party
vendors from whom we have obtained quotations or if the quotations obtained expire, such vendor’s
estimates and actual costs for the items listed above may differ from the current estimates. The quantity
of equipment to be purchased is based on the present estimates of our management. As on the date of
this Prospectus, our Company has not deployed any fund towards the acquisition of these aircrafts.
Additionally, there may be revision in the final amounts payable towards these quotations pursuant to
any taxes or levies payable on such items.
2. Repayment/prepayment, in full or part, certain outstanding borrowings availed by our Company
Our Company has entered various arrangements for borrowings, in the form of, inter alia, business loans,
bank overdraft, cash credit, loan against property and car loan from various banks and financial
institutions. As on March 31, 2025, the total borrowings of our Company was ₹ 1,792.67 lakhs. For
details of these financing arrangements including indicative terms and conditions, see “Financial
Indebtedness” on page 239.
Our Company intends to utilize ₹ 727.60 lakhs from Net Proceeds towards repayment of full or part of
the principal amount on certain borrowings availed by it, the details of which are listed out in the table
below. Pursuant to the terms of the borrowing arrangements, commitment or foreclosure charges as
prescribed by the respective lenders may be imposed on us. Such commitment or foreclosure charges, as
applicable, along with interest, will also be funded out of Net Proceeds. In the event the Net Proceeds
are insufficient for payment of commitment or foreclosure charges, or interest, as applicable, such
payment shall be made from the internal accruals of our Company.
Given the nature of the borrowings and the terms of repayment, the aggregate outstanding amounts under
the borrowings may vary from time to time and our Company may in accordance with the relevant
repayment schedule, pre-pay / repay or refinance some of its existing borrowings prior to Allotment.
Further, the amounts outstanding under the borrowings as well as the sanctioned limits are dependent on
several factors and may vary with the business cycle of our Company with multiple intermediate
repayments, drawdowns and enhancement of sanctioned limits. Further, our Company may also avail
additional borrowings after the date of this Prospectus and/or draw down further funds under existing
loans from time to time. In light of the above, if at the time of filing this Prospectus, any of the below
mentioned loans are repaid in part or full or refinanced or if any additional credit facilities are availed or
drawn down and if the terms of new loans are more onerous than the older loans or if the limits under
the borrowings are increased, then the table below shall be suitably revised to reflect the revised amounts
or loans as the case may be which have been availed by our Company.
We believe that the repayment of a portion of certain outstanding borrowings availed by our Company
will help reduce our outstanding indebtedness and finance costs, assist us in maintaining a favorable debt
to equity ratio and enable utilisation of our internal accruals for further investment in business growth
and expansion.
The selection of borrowings proposed to be repaid amongst our borrowing arrangements availed will be
based on various factors, including (i) cost of the borrowing, including applicable interest rates, (ii) any
conditions attached to the borrowings restricting our ability to repay the borrowings and time taken to
fulfil, or obtain waivers for fulfilment of such conditions, (iii) terms and conditions of such consents and
waivers, (iv) levy of any prepayment penalties and the quantum thereof, (v) provisions of any laws, rules
and regulations governing such borrowings, and (vi) other commercial considerations including, among
others, the amount of the loan outstanding and the remaining tenor of the loan. Our Company may utilize
Net Proceeds to repay the facilities disclosed below in accordance with commercial considerations,
including amounts outstanding at the time of repayment. For details, see “Financial Indebtedness” on
page 239 of this Prospectus.
In accordance with Clause 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations, our
111Company has obtained the requisite Statutory Auditor’s report dated July 24, 2025 issued in accordance
with Standard on Related Services (SRS) 4400, “Engagements to Perform Agreed-upon Procedures
regarding Financial Information”, issued by the Institute of Chartered Accountants of India, certifying
the utilisation of loans for the purpose availed.
The details of the outstanding loans of our Company proposed for repayment or prepayment, in full or
in part from the Net Proceeds are set forth below:
[Remainder of the page has been intentionally left blank]
112Outstanding Amount Purpose for
Name of the Nature of Date of as on (₹ in lakhs)* Interest which the Commitment Tenor/Repaym
Sanction Amount sanctioned Rate Prepayment Charges
Lender Borrowings March 31, June 30, loan was Charges ent Scheduled
Letter p.a./
2025 2025 sanctioned
Cholamandalam Loan August 747.00 737.59 732.67 11.75% To finance N.A. 4% of the amount paid Payable in
Investment and against 29, 2024 the general towards preclosure shall equitable
Finance Property business be applicable for loans monthly
Company requirements sanctioned for business instalment of
Limited of the purposes. If the ₹ 8.85 lakhs
Company preclosure is made prior per month for
to the payment of 12 180 months
instalments in full, the
applicant is liable to pay
to additional 1% of the
amount paid towards
such preclosure in
addition to the aforesaid
charges. Preclosure
charges are payable
together with applicable
taxes and cess.
1133. General Corporate Purposes
In terms of Regulation 230(2) of the SEBI ICDR Regulations, as amended, the extent of the Issue
Proceeds proposed to be used for general corporate purposes must not exceed 15% of the Gross Proceeds
from the Issue or ₹ 1,000.00 lakhs, whichever is lower. Our Board will have flexibility in applying the
balance amount towards part or full repayment/prepayment of outstanding borrowings, meeting our
working capital requirements, capital expenditure, funding our growth opportunities, including strategic
initiatives, meeting expenses incurred in the ordinary course of business including salaries and wages,
administration expenses, insurance related expenses, meeting of exigencies which our Company may
face in course of business and any other purpose as may be approved by the Board or a duly appointed
committee from time to time, subject to compliance with applicable law, including the necessary
provisions of the Companies Act.
Our management, in response to the competitive and dynamic nature of our industry and business, will
have flexibility in utilizing any amount for general corporate purposes under the overall guidance and
policies of our Board. The quantum of utilisation of funds towards any of the purposes will be determined
by the Board or a duly appointed committee, based on the amount actually available under this head and
the business requirements of our Company, from time to time, subject to compliance with applicable law,
including the necessary provisions of the Companies Act.
Estimated Issue related expenses
The total expense of this Issue is estimated to be ₹ 499.09 lakhs. All costs, charges, fees and expenses associated
with and incurred in connection with the Issue shall be borne by the Company.
The break-up of the Issue expenses is as follows:
Particulars Amount* % of Estimated % of
(₹ in lakhs) Issue related Estimated
expenses Issue size
Fees payable to BRLM (including selling commission,
144.54 28.96 1.41
brokerage and underwriting commission, as applicable)
Commission/processing fee for SCSBs, Sponsor Bank
and Bankers to the Issue and bidding/uploading charges
31.16 6.24 0.30
for members of the Syndicate, Registered Brokers, RTAs
and CDPs
Fees payable to the Registrar to the Issue 0.75 0.15 0.01
Others
(i) Listing fees, SEBI filing fees, NSE processing fees and
18.32 3.67 0.18
other regulatory expenses;
(ii) Printing and stationery expenses; 5.49 1.10 0.05
(iii) Advertising and marketing expenses; 18.70 3.75 0.18
(iv) Fees payable to legal counsel; 22.50 4.51 0.22
(vi) Other Expenses (including fees payable to statutory
auditor, market maker, consultants, market research
firms, monitoring agency, practicing company
secretaries, brokerage and selling commission and 257.63 51.62 2.51
bidding charges of members of the syndicate, marketing
and selling expenses, and other professional agencies,
stamp duty charges, and other miscellaneous expenses)
Total estimated Issue expenses* 499.09 100.00 4.87
* Issue Expenses are exclusive of applicable taxes. Issue Expenses are estimates and are subject to change
1) SCSBs and other intermediaries will be entitled to selling commission of 0.01% of the Amount Allotted (product of the number of Equity
Shares Allotted and the Issue Price) for the forms directly procured by them and uploaded on the electronic system of the Stock Exchange by
them.
2) Processing fees payable to the SCSBs for Bid cum Application Forms which are procured by the Registered Brokers / RTAs / CDPs and
114submitted to the SCSB for blocking shall be ₹10/- per valid Bid cum Application Form (plus applicable taxes). In case the total processing
charges payable exceeds ₹10 lakhs, the amount payable would be proportionately distributed based on the number of valid applications such
that the total processing charges payable does not exceed ₹10 lakhs (Based on valid Bid cum Application Forms)
3) Processing fees for applications made by Individual Investors, Non-Institutional Investors and Eligible Employees using the UPI Mechanism
would be as follows:
Sponsor Bank ICICI Bank Limited
₹8.00/- + GST per UPI valid application
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the under
the agreements to be entered into with such persons, and in accordance with applicable laws.
Bridge Financing Facilities
Our Company has not raised any bridge loan from any bank or financial institution as on the date of the Draft
Prospectus, which are proposed to be repaid from the Net Proceeds.
Interim use of Net Proceeds
Pending utilization for the purposes described above, our Company intends to temporarily deposit the funds in the
scheduled commercial banks included in the second schedule of Reserve Bank of India Act, 1934, as may be
approved by our Board of Directors in compliance with the Companies Act, 2013 and other applicable laws. Our
Company confirms that pending utilization of the Net Proceeds towards the stated objects of the Issue, our
Company shall not use/deploy the Net Proceeds for buying, trading or otherwise dealing in shares of any other
listed company or for any investment in the equity markets.
Monitoring of utilization of funds
In accordance with Regulation 262 of the SEBI ICDR Regulations, our Company has appointed CARE Ratings
Limited, a SEBI registered credit rating agency, to monitor the utilisation of the Net Proceeds, including the
proceeds proposed to be utilised towards general corporate purposes. Our Audit Committee and the Monitoring
Agency will monitor the utilisation of the Net Proceeds (including in relation to the utilisation of the Net Proceeds
towards the general corporate purposes) and the Monitoring Agency shall submit the report required under
Regulation 262(2) of the SEBI CDR Regulations, on a quarterly basis, until such time as the Net Proceeds have
been utilised in full. Our Company undertakes to place the report(s) of the Monitoring Agency on receipt before
the Audit Committee without any delay. Our Company will disclose and continue to disclose the utilisation of the
Net Proceeds, including interim use under a separate head in its balance sheet for such fiscal periods as required
under the SEBI ICDR Regulations, the SEBI Listing Regulations and any other applicable laws or regulations,
clearly specifying the purposes for which the Net Proceeds have been utilised, till the time any part of the Fresh
Issue proceeds remains unutilised. Our Company will also, in its balance sheet for the applicable fiscal periods,
provide details, if any, in relation to all such Net Proceeds that have not been utilised, if any, of such currently
unutilised Net Proceeds.
Furthermore, in accordance with Regulation 32(1) of the SEBI Listing Regulations, our Company shall furnish to
the Stock Exchanges on a quarterly basis, a statement indicating (i) deviations, if any, in the actual utilisation of
the proceeds of the Fresh Issue from the Objects; and (ii) details of category wise variations in the actual utilisation
of the proceeds of the Fresh Issue from the objects of the Fresh Issue as stated above. This information will also
be published in newspapers simultaneously with the interim or annual financial results and explanation for such
variation (if any) will be included in our Directors’ report, after placing the same before the Audit Committee
Variation in Objects
In compliance with Section 27 of the Companies Act, 2013, our Company will not vary the Objects of the Issue
unless our Company is authorized to do so by way of a special resolution of its Shareholders and such variation
will be in accordance with applicable laws, including the Companies Act, 2013 and the SEBI ICDR Regulations.
In addition, the notice issued to the Shareholders in relation to the passing of such special resolution shall specify
the prescribed details as required under the Companies Act, 2013 and applicable rules. The notice shall
simultaneously be published in the newspapers, one in English, one in Hindi and one in Tamil, being the regional
115language of Tamil Nadu, where our Registered Office is situated, in accordance with the Companies Act, 2013
and applicable rules. Our Promoters or controlling shareholders must provide an exit opportunity to such
Shareholders who do not agree to the proposal to vary the Objects, at such price, and in such manner, as may be
prescribed by SEBI, in this regard.
Appraising entity
None of the Objects of this Issue, for which the Net Proceeds will be utilized, have been appraised by any
agency.
Strategic or financial partners
There are no strategic or financial partners to the Objects of the Issue.
Interest of Promoters, Promoter Group and Directors, in the Objects of the Issue
Our Promoters, Promoter Group and Directors do not have any interest in the objects of the Issue. No part of the
Net Proceeds will be paid by our Company as consideration to our Promoter, Promoter Group, Directors and Key
Managerial Personnel of our Company. There are no material existing or anticipated transactions in relation to the
utilisation of the Net Proceeds entered or to be entered into by our Company with our Promoters, Promoter Group,
Directors and/or Key Managerial Personnel.
[Remainder of the page has been intentionally left blank]
116BASIS FOR ISSUE PRICE
The Price Band and Issue Price will be determined by our Company in consultation with the Book Running Lead
Manager on the basis of assessment of market demand for the Equity Shares issued through the Book Building
Process and on the basis of quantitative and qualitative factors as described below. The face value of the Equity
Shares is ₹ 10/- each and the Issue Price is 1.07 times the Floor Price and 1.00 times the Cap Price, and Floor
Price is 21.00 times the face value and the Cap Price is 22.50 times the face value of Equity Shares. Investors
should read the following basis with “Risk Factors”, “Restated Financial Information”, “Our Business” and
“Management’s Discussion And Analysis Of Financial Conditions And Results Of Operations” on page 30, 202,
152 and 226 respectively, of this Prospectus to get a more informed view before making any investment decisions.
Qualitative Factors
Some of the qualitative factors and our strengths which form the basis for the Issue Price are:
1. Experienced Promoters and senior management team with industry knowledge;
2. Strategic positioning in a high entry barrier industry;
3. In-house fleet and existing flight operational experience;
4. Synergies with our group company, Afcom Holdings Limited;
5. Operational excellence, aircraft maintenance and tailored solutions for our clients;
6. Established as a trusted service provider of private jet chartering services to high-net-worth individuals
and corporate clients with a track record of consistent growth;
For more details on qualitative factors, refer to chapter “Our Business” on page 152 of this Prospectus.
Quantitative Factors
The information presented in this section is derived from our Restated Financial Information. For more details,
please refer the section titled “Restated Financial Information” on page 202 of this Prospectus. Investors should
evaluate our Company taking into consideration its earnings and based on its growth strategy. Some of the
quantitative factors which may form the basis for computing the price are as follows:
1. Basic and Diluted Earnings per Equity Share (“EPS”):
Financial period Basic and Diluted EPS (in ₹)^ Weight
Fiscal 2025 25.47 3
Fiscal 2024 14.41 2
Fiscal 2023 5.64 1
Weighted Average 18.48 -
^ The EPS computed above are derived after giving the effect of Bonus Equity Shares issued in the ratio of 2:1 on November 25,
2024.
Notes:
(1) Earnings per Share are calculated in accordance with Accounting Standard 20 - Earnings per Share, as amended
(2) Basic Earnings per Equity Share (₹) = Profit for the year, as restated, divided by Weighted average number of equity
shares outstanding during the period/year
(3) Diluted Earnings per Equity Share (₹) = Profit for the year, as restated divided by Weighted average number of Equity
Shares outstanding during the year/period adjusted for the effects of all dilutive potential Equity Shares
(4) Weighted Average = Aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. (EPS x Weight) for
each year/Total of weights
(5) The figures disclosed above are based on the Restated Financial Information.
2. Price Earning (P/E) Ratio in relation to Price Band of ₹ 210 to ₹ 225 per Equity Share:
Particulars P/E at the Floor Price P/E at the Cap Price
(number of times) (number of times)
Based on Basic and Diluted EPS for Fiscal
8.24 8.83
2025
1173. Industry Peer Group P/E Ratio
There are no listed companies whose business operations are similar to that of our Company or are of a
comparable size to that of our Company. Accordingly, it is not possible to provide an industry
comparison in relation to our Company.
4. Return on Net Worth (“RoNW”): As per the Restated Financial Statements:
Financial period RoNW (%) Weight
Fiscal 2025 32.25% 3
Fiscal 2024 38.35% 2
Fiscal 2023 45.02% 1
Weighted Average 36.41% -
Notes:
(1) Return on Net Worth (%) = Restated profit for the year/period divided by average net worth, where average net worth
is calculated by dividing sum of closing net worth of the current year/period and closing net worth of the previous
year/period by 2. Net Worth of FY 2022 is taken from audited financial statements.
(2) Weighted average = Aggregate of year-wise weighted Return on Net Worth divided by the aggregate of weights i.e.
(Return on Net Worth x Weight) for each year/Total of weights.
(3) Net worth = the aggregate value of the paid-up share capital and all reserves created out of the profits and securities
premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the
accumulated losses, deferred tax assets, deferred expenditure and miscellaneous expenditure not written off, but does
not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation.
5. Net Asset Value per Equity Share:
Net Asset Value per Equity Share NAV per Equity Share (₹)^
As at March 31, 2025 101.08
After the Issue#
- At Floor Price 129.77
- At Cap Price 133.72
Issue Price 225.00
Notes:
(1) Net Asset Value per Equity Share = Net worth derived from Restated Financial Statements as at the end of the
year/period divided by number of equity shares outstanding as at the end of the /year as per Restated Financial
Statements.
(2) The ‘Net worth’ defined above is in accordance with 2(1)(hh) of the SEBI ICDR Regulations, i.e. “net worth” means
the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium
account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated
losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does
not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation.
6. Comparison of accounting ratios with listed industry peers
There are no listed companies whose business operations are similar to that of our Company or are of a
comparable size to that of our Company. Accordingly, it is not possible to provide an industry
comparison in relation to our Company.
7. Key Financial and Operational Performance Indicators
The table below sets forth the details of the key financial and operational performance indicators
(“KPIs”) that our Company considers have a bearing for arriving at the basis for Issue Price. These KPIs
have been used historically by our Company to understand and analyse business performance, which in
result, help us in analysing the growth of various vertical segments. The Bidders can refer to the below-
mentioned KPIs to make an assessment of our Company’s performance in various business verticals and
make an informed decision.
The KPIs disclosed below have been approved by a resolution of our Audit Committee dated July 24,
2025, and the Audit Committee has confirmed that the KPIs pertaining to our Company that have been
118disclosed to investors at any point of time during the three years period prior to the date of this Prospectus
have been disclosed in this section and have been subject to verification and certification by A. John
Moris & Co., Chartered Accountants (Firm Registration Number: 007220S), pursuant to certificate dated
July 24, 2025, which has been included as part of the “Material Contracts and Documents for Inspection”
on page 348.
Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic
basis, at least once in a year (or any lesser period as determined by the Board of our Company), for a
duration of one year after the date of listing of the Equity Shares on the Stock Exchange or till the
complete utilization of the proceeds of the Fresh Issue as per the disclosure made in the Objects of the
Issue Section, whichever is later or for such other duration as may be required under the SEBI ICDR
Regulations.
For details of our key operating, financial and other operating metrics disclosed elsewhere in this
Prospectus, see “Our Business” on pages 152 and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” on pages 226.
Set forth below are KPIs which have been used historically by our Company to understand and analyse
the business performance, which in result, help us in analysing the growth of various verticals of the
Company that have a bearing for arriving at the Basis for the Issue Price:
Sr. Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
No.
1 Revenue from Operations (₹ in lakhs) 19,389.56 10,648.69 3,410.72
2 Earnings before Interest, Tax, Depreciation
4,141.23 1498.85 522.83
and Amortization (EBITDA) (₹ in lakhs)(a)
3 EBITDA Margins (%)(b) 21.20% 14.04% 15.07%
4 Profit after Tax (PAT) (₹ in lakhs) 2,840.61 1,124.92 344.06
5 PAT Margins (%)(c) 14.54% 10.54% 9.92%
6 Cash Profit after Tax (₹ in lakhs) (d) 2,872.18 1152.23 345.34
7 Current Ratio(e) 3.72 3.63 1.53
8 Total Debt(f) 1,792.67 255.59 336.31
9 Adjusted Net-worth(g) 12,844.67 4732.47 1,133.47
10 Debt-Equity Ratio(h) 0.14 0.05 0.30
11 Return on Equity (%)(i) 32.25% 38.35% 45.02%
12 Return on Capital Employed (%)(j) 41.80% 45.58% 45.00%
13 Total aircraft at end of period(k) 3 3 2
14 Total chargeable flying hours(l) 2600:00:01 1,486:08 522:18
15 Average flying hours per day(m) 7:07:24 4:07:41 1:27:03
16 Total departures (in nos.)(n) 479 361 114
17 Total unique destinations touched (in
340 301 97
nos.)(o)
18 Total crew members at end of period (in
8 6 -
nos.)(p)
Notes:
(a) EBITDA has been calculated as a sum of profit before tax, finance costs and depreciation and amortization.
(b) EBITDA Margins is calculated as EBITDA divided by total income.
(c) PAT Margins (%) is calculated as Profit After Tax carried to balance sheet divided by Total Income.
(d) Cash Profit After Tax is calculated as a sum of Profit After Tax to balance sheet and Depreciation and Amortisation as
per Restated Financial Statements.
(e) Current Ratio is calculated as Total Current Assets divided by Total Current Liabilities.
(f) Total Debt is sum of total Short term as well as Long-Term Borrowings.
(g) Adjusted network means the aggregate value of the paid-up share capital and all reserves created out of the profits and
securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value
of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off (which includes Entry
into services and Pre Operative Expenses), but does not include reserves created out of revaluation of assets, write-
back of depreciation, each as applicable for the Company on a restated basis.
(h) Debt-Equity Ratio is calculated as Total Debt divided by Adjusted Net-Worth as per Restated Financial Statements.
Total Debt is calculated as a sum of Long-Term Borrowings and Short-Term Borrowings (including current maturity
of long-term borrowings).
119(i) Return on Equity is calculated as Restated profit after tax After Tax carried to balance sheet for the year divided by
average net worth, where average net worth is calculated by dividing sum of closing adjusted net worth of the current
fiscal year and closing adjusted net worth of the previous fiscal year by 2. Adjusted net worth of FY 2022 is taken from
audited financial statements.
(j) Return on Capital Employed is calculated as Earnings Before Interest and Tax divided by Average Capital Employed.
Average Capital Employed is calculated by dividing sum of closing capital employed of the current fiscal year and
closing capital employed of the previous fiscal year by 2. Capital employed is calculated as sum of adjusted net worth
and Short term as well as Long-Term Borrowings. Capital Employed of FY 2022 is taken from audited financial
statements.
(k) Total number of aircraft operated by the Company at the end of respective period and includes both dry leased and
wet leased aircraft.
(l) Total chargeable flying hours denotes total flying hours for which chartering charges were invoiced to the clients.
(m) Average flying hours denotes total chargeable flying hours divided by actual days.
(n) Total departures means total number of trips made by the aircraft for which chartering charges were invoiced to the
clients
(o) Total unique destinations touched means number of unique cities/town/region/country, domestically or internationally,
where our aircraft landed or departed.
(p) This denotes total number of flying crew and cabin crew who are associated with the Company as at end of respective
period.
8. Description on the historic use of the KPIs by our Company to analyse, track or monitor the
operational and/or financial performance of our Company
The KPIs disclosed below have been used historically by the Company to understand and analyze the
business performance, which in result, help it in analyzing the growth of various verticals, and other
relevant and material KPIs of the business of the Company that have a bearing for arriving at the Basis
for Offer Price have been disclosed below. The KPIs set forth above have been approved by the Audit
Committee pursuant to its resolution dated July 24, 2025.
The list of the KPIs along with brief explanation of the relevance of the KPIs for the business operations
of the Company are set forth below:
Sr KPIs Explanation
No.
1. Revenue from Revenue from operation provided information regarding
Operations (₹ in lakhs) growth of the business operations over the period
2. Earnings before EBITDA provides information regarding operational
Interest, Tax, profitability and the financial performance of the business.
Depreciation and
Amortisation
(EBITDA) (₹ in lakhs)
3. EBITDA Margins (%) EBITDA margin provides the financial benchmarking against
peers as well as to compare against the historical performance
of the business.
4. Profit after Tax (PAT) PAT provides information regarding the overall profitability of
(₹ in lakhs) the business.
5. PAT Margins (%) PAT margin is an indicator of the overall profitability of the
business and provides the financial benchmarking against peer
as well as to compare against the historical performance of the
business.
6. Cash Profit after Tax (₹ Cash Profit after Tax is an indicator which denotes profit
in lakhs) generated from the business operations during the period
before adjusting the non-cash items
7. Current Ratio Current ratio is an indicator of short-term solvency i.e.,
company's ability to pay short-term obligations or those due
within one year.
8 Total debit is an indicator of overall leverage amount of the
Total Debt
company.
120Sr KPIs Explanation
No.
9 Adjusted Net-worth Adjusted Net-Worth is an indicator of total net-worth after
deducting the aggregate value of the accumulated losses,
deferred expenditure and miscellaneous expenditure not
written off (which includes Entry into services and Pre-
Operative Expenses), but does not include reserves created
out of revaluation of assets, write-back of depreciation, each
as applicable for the Company on a restated basis.
10. Debt-Equity Ratio Debt Equity Ratio is an indicator of overall leverage of the
company
11. Return on Equity (%) RoE provides how efficiently the Company generates profits
from average shareholders’ funds.
12. Return on Capital RoCE provides how efficiently the Company generates
Employed (%) earnings from the capital employed in the business.
13 Total aircraft at end of Total number of aircraft operated by the Company at the end
period of respective period and includes both dry leased and wet
leased aircraft.
14 Total chargeable flying Total chargeable flying hours is an indicator of total flying
hour hours for which chartering charges were invoiced to the
clients.
15 Average flying hours Average flying hours refer to the average flying hours per day
per day at the end of the fiscal year. This is used by the Company to
assess the optimal usage of fleet.
16 Total departures (in Total number of departures refers to total number of trips made
nos.) by the company during financial year.
17 Total unique Total unique destinations refer to number of unique
destinations touched (in cities/town/region/country, domestically or internationally,
nos.) where Company has landed or departed its aircraft
18 Total crew members at This denotes total number of flying crew and cabin crew who
end of period (in nos.) are associated with the Company as at end of respective period
9. Comparison of KPIs with listed industry peers
There are no listed companies whose business operations are similar to that of our Company or are of a
comparable size to that of our Company. Accordingly, it is not possible to provide an industry
comparison in relation to our Company.
10. Comparison of Key Performance Indicators over time based on additions or dispositions to our
business
Our Company has not made any additions or dispositions to its business during the Fiscals 2025, 2024
and 2023. For further details see “History and Certain Corporate Matters” on page 173.
11. Weighted Average Cost of Acquisition, Floor Price and Cap Price
a) Price per share of the Company (as adjusted for corporate actions, including split, bonus issuances)
based on primary issuances of Equity Shares or convertible securities (excluding Equity Shares
issued under Employee Stock Option Plan and issuance of Equity Shares pursuant to a bonus issue)
during the 18 months preceding the date of this Prospectus, where such issuance is equal to or
more than 5% of the fully diluted paid-up share capital of the Company in a single transaction or
multiple transactions combined together over a span of rolling 30 days (“Primary Issuances”)
The details of the Equity Shares or convertible securities, excluding issuance of bonus shares, during the
18 months preceding the date of this Prospectus, where such issuance is equal to or more than 5% of the
fully diluted paid-up share capital of the Company (calculated based on the pre Issue capital before such
transaction(s)), in a single transaction or multiple transactions combined together over a span of rolling
12130 days (“Primary Issuance”) are as follows:
Date of Nature of No. of Equity Face Issue Nature of Total
Allotment Allotment Shares Value Price (₹) Consideration consideration
(₹) (in ₹ lakhs)
Private
26-Feb-24 300,794 10 468.52 Cash 1,409.28
Placement
Private
6-Mar-24 73,016 10 468.52 Cash 342.09
Placement
Private
30-Apr-24 170,915 10 468.52 Cash 800.77
Placement
Private
10-Jul-24 202,631 10 468.52 Cash 949.37
Placement
Private
5-Aug-24 100,000 10 468.52 Cash 468.52
Placement
Private
18-Mar-25 1,078,743 10 220.00 Cash 2,373.23
Placement
Total 6,343.26
Weighted Average Cost of Acquisition [Total Consideration/Total Number of
175.19*
Shares Transacted]
*Adjusted for bonus issue of 2:1
Note - Transaction mentioned prior to November 25, 2024 are not adjusted of allotment of Equity Shares of face value of ₹10/-
each made by the company by way of Bonus Issue in the ratio of 2:1 as on November 25, 2024.
Except as stated above, it is confirmed that there are no primary/new issue of shares, equal to or more
than 5% of the fully diluted paid-up share capital of the Company (calculated on the pre-issue capital on
the date of allotment) in the 18 months prior to the date of this Prospectus.
b) Price per share of the Company (as adjusted for corporate actions, including bonus issuances)
based on secondary sale or acquisition of equity shares or convertible securities (excluding gifts)
involving the Promoters, members of the Promoter Group, the Selling Shareholder or other
Shareholders of the Company with rights to nominate directors during the 18 months preceding
the date of filing of this Prospectus, where the acquisition or sale is equal to or more than 5% of
the fully diluted paid-up share capital of our Company (calculated based on the pre-Offer capital
before such transaction/s, and excluding ESOPs granted but not vested) in a single transaction or
multiple transactions combined together over a span of rolling 30 days (“Secondary Transactions”)
The details of secondary sale or acquisition of equity shares or convertible securities (excluding gifts),
where the promoters, members of the promoter group or shareholder(s) having the right to nominate
director(s) in the board of directors of the Company are a party to the transaction (excluding gifts), during
the 18 months preceding the date of filing of this Prospectus, where either acquisition or sale is equal to
or more than 5% of the fully diluted paid up share capital of the Company (calculated based on the pre-
issue capital before such transaction/s and excluding employee stock options granted but not vested), in
a single transaction or multiple transactions combined together over a span of rolling 30 days
(“Secondary Transaction”) are as follows:
Date of No. of Face Transfer Nature of Nature of Total
Transaction Equity Value Price (₹) Transaction consideration consideration
Shares (₹) (in ₹ lakhs)
transacted
4-Oct-24 1,24,667 10 137.61 Transfer Cash 171.55
from
Kishanraj
Jain Manish
Kumar to
Bastimal
Kishanraj
4-Oct-24 1,24,667 10 137.61 Transfer Cash 171.55
122Date of No. of Face Transfer Nature of Nature of Total
Transaction Equity Value Price (₹) Transaction consideration consideration
Shares (₹) (in ₹ lakhs)
transacted
from Kishan
Lal Amit
Kumar Jain
to Bastimal
Kishanraj
7-Oct-24 1,24,667 10 137.61 Transfer Cash 171.55
from Kishan
Raj Jain
Chandra Bai
Praveen
Sancheti to
Bastimal
Kishanraj
Total 514.65
Weighted Average Cost of Acquisition [Total Consideration/Total Number of
45.87*
Shares Transacted]*
*Adjusted for bonus issue of 2:1
Note - Transaction mentioned prior to November 25, 2024 are not adjusted of allotment of Equity Shares of face value of ₹10/-
each made by the company by way of Bonus Issue in the ratio of 2:1 as on November 25, 2024.
c) Price per share based on the last five primary or secondary transactions
Since there are transactions to report to under (a) and (b) above, therefore, information based on last 5
primary or secondary transactions (secondary transactions where Promoter / Promoter Group entities or
Selling Shareholder or shareholder(s) having the right to nominate director(s) in the Board of the
Company, are a party to the transaction) not older than 3 years prior to the date of this Prospectus
irrespective of the size of transactions is not required to disclosed.
d) Weighted average cost of acquisition, Floor Price and Cap Price:
Type of transaction WACA Floor Price Cap Price
(in ₹) (₹ 210) (₹ 225)
Weighted average cost of acquisition for last 18 months
for primary / new issue of shares (equity / convertible
securities), excluding shares issued under an employee
stock option plan/employee stock option scheme and
issuance of bonus shares, during the 18 months
preceding the date of filing of this Prospectus, where
175.19 1.20 1.28
such issuance is equal to or more than five per cent of
the fully diluted paid-up share capital of our Company
(calculated based on the pre-issue capital before such
transaction/s and excluding employee stock options), in
a single transaction or multiple transactions combined
together over a span of rolling 30 days.
Weighted average cost of acquisition for last 18 months
for secondary sale / acquisition of shares equity /
convertible securities), where promoter / promoter
group entities or Selling Shareholder or shareholder(s)
having the right to nominate director(s) in our Board are
45.87 4.58 4.91
a party to the transaction (excluding gifts), during the
18 months preceding the date of filing of this
Prospectus, where either acquisition or sale is equal to
or more than 5% of the fully diluted paid-up share
capital of our Company (calculated based on the pre-
123Type of transaction WACA Floor Price Cap Price
(in ₹) (₹ 210) (₹ 225)
issue capital before such transaction(s) and excluding
employee stock options granted but not vested), in a
single transaction or multiple transactions combined
together over a span of rolling 30 days.
Note: Since there were no primary or secondary transactions of equity shares of our Company during
the 18 months to report (a) and (b), the information has been disclosed for price per share of our
Company based on the last five primary or secondary transactions where Promoter, members of the
Promoter Group, Promoters, Selling Shareholders or shareholder(s) having the right to nominate
directors on the Board, are a party to the transaction, not older than three years prior to the date of
filing of this Prospectus irrespective of the size of the transaction, is as below:
Last 5 primary transactions N.A. N.A. N.A.
Last 5 secondary transactions N.A. N.A. N.A.
12. Justification for Basis of Issue price
1. The following provides an explanation for the Issue Price/Cap Price being 1.28 times of weighted average
cost of acquisition of Primary Issuances and 4.91 times of weighted average cost of Secondary
Transaction as disclosed in paragraph above, in the last 18 months preceding the date of this Prospectus
compared to our Company’s KPIs and financial ratios for the Fiscal 2025, 2024 and 2023:
1. We are DGCA approved Non-Scheduled Airline Operator holding a valid Air Operator Permit.
2. Our customer base includes entrepreneurs, senior corporate executives, politicians, diplomats,
celebrities, and other VIPs, all of whom require tailored services to meet their specific travel
needs. These demands often encompass flexible flight schedules, access to exclusive
destinations, premium luxury amenities, privacy, and stringent security protocols.
3. Our charter services cater to a range of specific travel needs, such as direct travel convenience,
multi-destination within tight timeframes, or access to locations lacking commercial flight
connectivity.
4. Our services are frequently sought for critical purposes like medical emergencies, key business
meetings, promotional events, and other high-priority engagements.
5. We have successfully flown clients to diverse destinations worldwide, spanning six continents.
This includes routes to the far east in Japan, the Middle East, New Zealand, the Arctic regions
of Europe and North America, and as far as Mauritania in Africa.
6. Our total aircraft flying hours have significantly increased over the last three fiscal years. Our
total aircraft flying hours were 2,600 hours, 1486 hours and 522 hours for fiscal 2025, fiscal
2024 and fiscal 2024, respectively.
7. We are led by a management team that has extensive industry experience. Our Managing
Director and one of our Promoters, Capt. Deepak Parasuraman is a qualified and highly
experienced pilot with over 26 years of experience in aviation and allied industry. He has rich
experience in, managing and operating several businesses in the aviation industry (particularly
into business aviation and air cargo sector) and has secured licenses and regulatory approvals
for setting up an international cargo airline.
8. We are strategically positioned within a highly regulated and demand-intensive industry, where
significant barriers to entry protects existing players like us from potential competition. Entering
this industry requires extensive experience, considerable time, and substantial investment to
meet stringent regulatory requirements, secure necessary clearances, and establish substantial
infrastructure. The complex nature of these requirements creates a natural barrier that limits new
entrants and strengthens our market position.
1249. Apart from using a 13 seater Embraer Legacy 600 aircraft on dry lease basis, we also use
Dassault Falcon 2000, Bombardier Challenger 605, Bombardier Global 6000 or any equivalent
aircraft on wet lease / quasi charter basis from large international operators of business jets.
These aircrafts are considered as benchmark in their class for performance, comfort,
convenience and reliability. This strengthens our flight operations, space inventory, crewing,
engineering activities, insurance, overhead and related activities.
10. We leverage strategic synergies with one of our Group Company, Afcom Holdings Limited, an
international cargo airline which is engaged in the business of air cargo operations on airport-
to-airport basis, to benefit from the close association with the large commercial jet operation
company and works as complementary in nature. Leveraging Afcom Holdings Limited’s
established network and expertise in international air cargo operations, we are well positioned
to negotiate more favourable terms for essential services, including fuel procurement, leasing
agreements, MRO services, ground handling and trip support etc.
13. The Issue Price is 22.50 times of the face value of the Equity Shares.
The Price Band of ₹ 210 – 225 per Equity Share of face value of ₹ 10/- each and Issue Price of ₹ 225 per
Equity Share of face value of ₹ 10/- each was determined by our Company, in consultation with the
BRLM, on the basis of the demand from investors for the Equity Shares through the Book Building
process. Investors should read the abovementioned information along with “Risk Factors”, “Business
Overview”, “Restated Financial Information” and “Management Discussion and Analysis of Financial
Condition And Result Of Operations” on pages 30, 152, 202 and 226, respectively of this Prospectus, to
have a more informed view.
[Remainder of the page has been intentionally left blank]
125STATEMENT OF POSSIBLE TAX BENEFITS
To,
The Board of Directors,
FlySBS Aviation Limited
Plot no. 16 (NP), 3rd Floor, Indiqube Palmyra,
SIDCO Industrial Estate, Ekkatuthangal,
Guindy Industrial Estate, Chennai,
Chennai City Corporation,
Tamil Nadu, India, 600032
(the “Company”)
Dear Sirs/Madams,
Sub: Statement of possible special tax benefit (the “Statement”) available to FlySBS Aviation Limited
(formerly known as FlySBS Aviation Private Limited) (the “Company”), and its shareholders prepared to
comply with the requirements of the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements), 2018 as amended (the “SEBI ICDR Regulations) in connection with the
proposed initial public offering of equity shares of face value of ₹ 10/- each (the “Equity Shares”) of the
Company.
We, A. John Moris & Co., (Firm Registration Number: 007220S), Statutory auditors of the Company, hereby
confirm that the enclosed Annexure A, prepared by the Company and initiated by us for identification purpose
(“Statement”) for the Issue, provides the possible special tax benefits available to the Company and to its
shareholders under direct tax and indirect tax laws presently in force in India, including the Income-tax Act, 1961,
and Income tax Rules, 1962, as amended (hereinafter referred to as “Direct Tax Laws”), and indirect tax laws
i.e., Central Goods and Service Act, 2017, Integrated Goods and Service Act, 2017, respective state Goods and
Service Act, 2017, Customs Act, 1962 and the Customs Tariff Act, 1975, Foreign trade (Development and
Regulation) Act 1992 read with Foreign Trade Policy, as amended, read with the rules, circulars and notifications
issued in connection thereto) (hereinafter referred to as “Indirect Tax Laws”), presently in force in India,
available to the Company and its shareholders. Several of these benefits are dependent on the Company or its
shareholders fulfilling the conditions prescribed under the relevant statutory provisions. Hence, the ability of the
Company and/or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which
based on business imperatives the Company faces in the future the Company may or may not choose to fulfill.
This statement of possible special tax benefits is required as per Schedule VI (Part A)(9)(L) of the SEBI ICDR
Regulations. While the term ‘special tax benefits’ has not been defined under the SEBI ICDR Regulations, for the
purpose of this Statement, it is assumed that with respect to special tax benefits available to the Company, the
same would include those benefits as enumerated in the Annexure A. Any benefits under the taxation laws other
than those specified in Annexure A are considered to be general tax benefits and therefore not covered within the
ambit of this Statement. Further, any benefits available under any other laws within or outside India, except for
those mentioned in the Annexure A have not been examined and covered by this statement.
The benefits discussed in the enclosed Statement are not exhaustive. The Statement is only intended to provide
general information to the investors and is neither designed nor intended to be a substitute for professional tax
advice. In view of the individual nature of the tax consequences and changing tax laws, each investor is advised
to consult his or her own tax consultant with respect to the specific tax implications arising out of their
participation in the Issue.
In respect of non-residents, the tax rates and the consequent taxation shall be further subject to any benefits
available under the applicable Double Taxation Avoidance Agreement, if any, between India and the country in
which the non-resident has fiscal domicile.
We do not express any opinion or provide any assurance as to whether:
1. the Company or its shareholders will continue to obtain these benefits in the future; or
2. the conditions prescribed for availing of the benefits, where applicable have been/would be met with.
3. the revenue authorities/courts will concur with the views expressed herein.
126The contents of the enclosed Statement are based on information, explanations and representations obtained from
the Company on the basis of our understanding of the business activities and operations of the Company.
We have conducted our review in accordance with the ‘Guidance Note on Reports or Certificates for Special
Purposes’ issued by the Institute of Chartered Accountants of India (“ICAI”) which requires that we comply with
ethical requirements of the Code of Ethics issued by the ICAI. We hereby confirm that while providing this
statement we have complied with the Code of Ethics issued by the ICAI.
We hereby consent to be named an “expert” under the Companies Act, 2013, as amended, and our name may be
disclosed as an expert to any applicable legal or regulatory authority insofar as may be required, in relation to the
statements contained therein. We further confirm that we are not and have not been engaged or interested in the
formation or promotion or management of the Company.
We have carried out our work on the basis of Restated Financial Statements and other documents, public domain
and information made available to us by the Company, which has formed substantial basis for this Statement.
We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality
Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and
Related Services Engagements.
We hereby consent to our name and the aforementioned details being included in the Issue Documents and/or
consent to the submission of this certificate as may be necessary, to any regulatory / statutory authority, stock
exchanges, any other authority as may be required and/or for the records to be maintained by the BRLM in
connection with the Issue and in accordance with applicable law.
This certificate may be relied on by the BRLM, their affiliates and legal counsel in relation to the Issue and to
assist the BRLM in conducting and documenting their investigation of the affairs of the Company in connection
with the Issue.
We undertake to immediately communicate, in writing, any changes to the above information/confirmations to
the BRLM and the Company until the equity shares allotted in the Issue commence trading on the relevant stock
exchanges. In the absence of any such communication from us, the Company, the BRLM and the legal advisor
appointed with respect to Issue can assume that there is no change to the information/confirmations forming part
of this certificate and accordingly, such information should be considered to be true and correct.
All capitalized terms used but not defined herein shall have the meaning assigned to them in the Issue Documents.
Yours faithfully,
A. John Moris & Co.
Chartered Accountants
S Muralikannan
(Partner)
Membership No.: 211698
ICAI Firm Registration No: 007220S
UDIN: 25211698BMIDIU2498
Date: July 24, 2025
127ANNEXURE A
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND THE
SHAREHOLDERS OF THE COMPANY UNDER THE APPLICABLE DIRECT AND INDIRECT TAX
LAWS IN INDIA
This statement of possible special tax benefits is required as per Schedule VI (Part A)(9)(L) of the SEBI ICDR
Regulations. While the term ‘special tax benefits’ has not been defined under the SEBI ICDR Regulations, for the
purpose of this Statement, it is assumed that with respect to special tax benefits available to the Company, the
same would include those benefits as enumerated in this Annexure. Any benefits under the taxation laws other
than those specified in this Annexure are considered to be general tax benefits and therefore not covered within
the ambit of this Statement. Further, any benefits available under any other laws within or outside India, except
for those mentioned in this Annexure have not been reviewed and covered by this statement.
I. Special Direct tax benefits available to the Company
There are no special tax benefits available to the company under Direct Tax laws
II. Special Indirect tax benefits available to the Company
There are no special tax benefits available to the company under Indirect Tax laws
III. Special tax benefits available to Shareholders
There are no special tax benefits available to the Shareholders
Notes:
(i) The above Statement of Tax benefits sets out the special tax benefits available to the Company, and its
shareholders under the tax laws mentioned above.
(ii) The above Statement covers only above-mentioned tax laws benefits and does not cover any general tax
benefits under any other law.
(iii) This Statement is intended only to provide general information to the investors and is neither designed
nor intended to be a substitute for professional tax advice. In view of the individual nature of tax
consequences, each investor is advised to consult his/her own tax advisor with respect to specific tax
consequences of his/her investment in the shares of the Company.
(iv) No assurance is given that the revenue authorities/courts will concur with the views expressed herein.
Our views are based on the existing provisions of law and its interpretation, which are subject to changes
from time to time. We do not assume responsibility to update the views consequent to such changes.
(v) This statement does not discuss any tax consequences under any law for the time being in force, as
applicable of any country outside India. The shareholders / investors are advised to consult their own
professional advisors regarding possible tax consequences that apply to them in any country other than
India.
For and on behalf of
FlySBS Aviation Limited
Kannan Ramakrishnan
Director
Date : July 24, 2025
Place : Chennai
128SECTION VII - ABOUT THE ISSUER COMPANY
INDUSTRY OVERVIEW
Unless otherwise indicated, the information in this section is obtained or extracted from the report dated
November 26, 2024, titled “Research Report on Indian Private Jet Industry” prepared and issued by CARE
Advisory Research and Training Limited (“CareEdge Report”). The Report has been exclusively and paid for by
us for the purposes of this Issue and is available on the website of the Company at www.sbsaviation.in. It is hereby
clarified that the information in this section is only an extract of the CareEdge Report and does not comprise the
entire CareEdge Report. All information in the CareEdge Report that is considered material by us for the purposes
of this Issue has been included in this section, and none of this information has been further modified by us in any
manner, except for the limited purpose of presentation or ensuring continuity. The data may have been re-
classified by us for the purposes of presentation. Industry sources and publications are also prepared based on
information as of specific dates and may no longer be current or reflect current trends. Industry sources and
publications may also base their information on estimates, projections, forecasts and assumptions that may prove
to be incorrect. Accordingly, investors must rely on their independent examination of, and should not place undue
reliance on, or base their investment decision solely on this information. The recipient should not construe any of
the contents in this report as advice relating to business, financial, legal, taxation or investment matters and are
advised to consult their own business, financial, legal, taxation, and other advisors concerning the transaction.
For further details, kindly refer chapter “Risk Factors – Certain sections of this Prospectus disclose information
from the industry report which has been commissioned and paid for by us exclusively in connection with the Issue
and any reliance on such information for making an investment decision in the Issue is subject to inherent risk”
on page 30 of this Prospectus.
Economic Outlook
Global Economy
Global growth, which stood at 3.3% in CY23, is anticipated to fall to 3.2% in CY24 and then bounce back again
to 3.3% in CY25. The CY24 forecast has remained the same compared to the April 2024 World Economic Outlook
(WEO) Update and increased by 0.1 percentage point compared to the January 2024 WEO. Despite this, the
expansion remains historically low, attributed to factors including sustained high borrowing costs, inflation woes,
reduced fiscal support, lingering effects of Russia’s Ukraine invasion, Iran–Israel Cold War, sluggish productivity
growth, and heightened geo-economic fragmentation.
Chart 1: Global Growth Outlook Projections (Real GDP, Y-o-Y change in %)
10.0%
)%
Y
-
o 5.0%
-
Y
(
h
t
w
o 0.0%
r
g CY19 CY20 CY21 CY22 CY23 CY24P CY25P CY26P CY27P CY28P CY29P
P
D
G -5.0%
World Advanced Economies Emerging Market and Developing Economies
Notes: P-Projection; Source: IMF – World Economic Outlook, July 2024
Table 1: GDP growth trend comparison - India v/s Other Economies (Real GDP, Y-o-Y change in %)
Real GDP (Y-o-Y change in %)
CY20 CY21 CY22 CY23 CY24P CY25P CY26P CY27P CY28P CY29P
India -5.8 9.7 7.0 8.2 7.0 6.5 6.5 6.5 6.5 6.5
China 2.2 8.5 3.0 5.2 5.0 4.5 3.8 3.6 3.4 3.3
129Real GDP (Y-o-Y change in %)
CY20 CY21 CY22 CY23 CY24P CY25P CY26P CY27P CY28P CY29P
Indonesia -2.1 3.7 5.3 5.0 5.0 5.1 5.1 5.1 5.1 5.1
Saudi Arabia -3.6 5.1 7.5 -0.8 1.7 4.7 4.0 3.5 3.0 3.5
Brazil -3.3 4.8 3.0 2.9 2.1 2.4 2.1 2.0 2.0 2.0
Euro Area -6.1 5.9 3.4 0.5 0.9 1.5 1.4 1.3 1.3 1.2
United States -2.2 5.8 1.9 2.5 2.6 1.9 2.0 2.1 2.1 2.1
P- Projections; Source: IMF- World Economic Outlook Database (July 2024)
Emerging Market and Developing Economies Group
Emerging market and developing economies are forecasted to maintain stable growth at 4.3% in both CY24 and
CY25. This forecast has been revised upwards by 0.1 percentage point as compared to the April 2024 WEO update
on account of stronger activity in Asia, particularly China and India. Growth prospects in economies across the
Middle East and Central Asia continue to be weighed down by oil production and regional conflicts. The growth
forecast of sub-Saharan Africa has also been revised downward on account of weak economic activity. Low-
income developing countries are anticipated to experience a gradual growth uptick, starting at 3.9% in CY23 and
climbing to 4.4% in CY24 and 5.3% in CY25, as certain constraints on near-term growth begin to ease.
The economic forecast for emerging and developing Asia reveals a modest deceleration in growth, with projections
indicating a decline from 5.7% in CY23 to 5.4% in CY24 and 5.1% in CY25. China's trajectory reflects a
slowdown, transitioning from 5.2% in CY23 to 5.0% in CY24 and 4.5% in CY25 due to fading post-pandemic
stimuli and ongoing property sector challenges. In contrast, India's growth remains robust, with anticipated rates
of 7.0% in CY24 and 6.5% in CY25, bolstered by resilient domestic demand and a burgeoning working-age
populace.
Despite the turmoil in the last 2-3 years, India bears good tidings to become a USD 5 trillion economy by CY27.
According to the IMF dataset on Gross Domestic Product (GDP) at current prices, the nominal GDP has been at
USD 3.6 trillion for CY23 and is projected to reach USD 5.3 trillion by CY27 and USD 6.4 trillion by CY29.
India’s expected GDP growth rate for coming years is almost double compared to the world economy.
Besides, India stands out as the fastest-growing economy among the major economies. The country is expected to
grow at more than 6.5% in the period of CY24-CY29, outshining China’s growth rate. By CY27, the Indian
economy is estimated to emerge as the third-largest economy globally, hopping over Japan and Germany.
Currently, it is the third-largest economy globally in terms of Purchasing Power Parity (PPP) with a ~7.6% share
in the global economy, with China [~18.7%] on the top followed by the United States [~15.6%]. Purchasing Power
Parity is an economic performance indicator denoting the relative price of an average basket of goods and services
that a household needs for livelihood in each country.
Despite Covid-19’s impact, high inflationary environment and interest rates globally, and the geopolitical tensions
in Europe, India has been a major contributor to world economic growth. India is increasingly becoming an open
economy as well through growing foreign trade. Despite the global inflation and uncertainties, Indian economy
continues to show resilience. This resilience was mainly supported by stable financial sector backed by well-
capitalized banks and export of services in trade balance. With this, the growth of Indian economy is expected to
fare better than other economies majorly on account of strong investment activity bolstered by the government’s
capex push and buoyant private consumption, particularly among higher income earners.
Indian Economic Outlook
GDP Growth and Outlook
Resilience to External Shocks remains Critical for Near-Term Outlook
India’s real GDP grew by 7.0% in FY23 and stood at ~Rs. 161 trillion, as per the First Revised Estimate, despite
the pandemic in previous years and geopolitical Russia-Ukraine spillovers. In Q1FY24, the economic growth
accelerated to 8.2%. The manufacturing sector maintained an encouraging pace of growth, given the favorable
130demand conditions and lower input prices. The growth was supplemented by a supportive base alongside robust
services and construction activities. This momentum remained in the range in the Q2FY24 with GDP growth at
8.1%, mainly supported by acceleration in investments. However, private consumption growth was muted due to
weak rural demand and some moderation in urban demand amid elevated inflationary pressures in Q2FY24. The
GDP growth number improved for Q3FY24 at 8.6%.
GDP Growth Outlook
• Driven by fixed investment and improving global environment, domestic economic activity continues to
expand. The provisional estimates (PE) placed real GDP growth at 8.2% for FY24.
• Industrial activity led by manufacturing continues its momentum on the back of strengthening domestic
demand. Moreover, the services sector-maintained buoyancy as could be observed by growth in high
frequency indicators such as E-way bills, GST revenues, toll collections, aggregate, and a healthy growth
in domestic air cargo and port cargo. The purchasing managers’ index for both manufacturing and
services continues to exhibit a sustained and healthy expansion.
• Domestic economic activity remains strong. On the supply side, the south-west monsoon is progressing
well, with higher cumulative kharif sowing and improving reservoir levels, which bodes well for kharif
output. The potential development of La Niña conditions in the latter half of the monsoon season could
impact agricultural production in 2024-25. On the demand side, household consumption is bolstered by
a recovery in rural demand and consistent discretionary spending in urban areas. Fixed investment
activity is robust, supported by the government's ongoing focus on capital expenditure, healthy balance
sheets of banks and corporates, and other policy measures. Private corporate investment is picking up,
driven by an increase in bank credit. Merchandise exports grew in June, albeit at a slower rate, while the
growth in non-oil-non-gold imports accelerated, indicating resilience of domestic demand. Services
exports saw double-digit growth in May 2024 before slowing down in June 2024.
• Improved agricultural activity would improve rural consumption, while urban consumption would be
supported by buoyancy in services activity. Additionally, improvement in global trade prospects are
expected to support external demand.
Persistent geopolitical tensions and volatility in international financial markets and geo-economic fragmentation
do pose risk to this outlook. Based on these considerations, the RBI, in its August 2024 monetary policy, has
projected real GDP growth at 7.2% y-o-y for FY25.
Table 2: RBI's GDP Growth Outlook (Y-o-Y %)
FY25P (complete Q1FY25P Q2FY25P Q3FY25P Q4FY25P Q1FY26P
year)
7.2% 7.1% 7.2% 7.3% 7.2% 7.2%
Note: P-Projected; Source: Reserve Bank of India
Industrial Growth
Improved Core and Capital Goods Sectors helped IIP Growth Momentum
The Index of Industrial Production (IIP) is an index to track manufacturing activity in an economy. On a
cumulative basis, IIP grew by 11.4% y-o-y in FY22 post declining by 0.8% y-o-y and 8.4% y-o-y, respectively,
in FY20 and FY21. This high growth was mainly backed by a low base of FY21. FY22 IIP was higher when
compared with the pre-pandemic level of FY20, indicating that while economic recovery was underway. During
FY23, the industrial output recorded a growth of 5.2% y-o-y supported by a favorable base and a rebound in
economic activities.
During FY24, the industrial output recorded a growth of 5.9% y-o-y supported by growth in manufacturing and
power generation sectors. The period April 2024 – July 2024, industrial output grew by 5.2% compared to the
5.1% growth in the corresponding period last year. For the month of July 2024, the IIP growth decreased to 4.8%
131compared to the last year’s 6.2%. The manufacturing sector showed a decline in July 2024 from 5.3% in July
2023 to 4.6% in July 2024. Within the growth in manufacturing, the top three positive contributors were
Manufacture of basic metals, Manufacture of electrical equipment, and Manufacture of coke and refined
petroleum products.
So far in the current fiscal, the government's spending on infrastructure has been strong, and there are visible signs
of pick up in private investment. But, both consumer durables and non-durables production saw a slight decline.
Urban demand is driving consumption, while rural demand is recovering. Good monsoon forecasts are positive,
but high unemployment and food inflation pose challenges. Private investment and manufacturing capacity
utilization are increasing, supporting hopes for private sector growth. Good monsoon could boost rural demand,
but food inflation remains a concern. Overall, sustained improvements in consumption and private investment are
crucial for industrial performance.
Chart 2: Y-o-Y growth in IIP (in %)
11.4
)
%
5.9
n 5.2 5.1 5.2
i(
P 3.3 4.0 3.3
4.6 4.4
3.8
I
I
n
i
h
t
w -0.8
o
r
g
Y
4
1
5
1
6
1
7
1
8
1
9
1
0
2
1
2
2
2
3
2
4
2
3
2
4
2
o
-- Y
F
Y
F
Y
F
Y
F
Y
F
Y
F
Y
F
Y
F
Y
F
Y
F
Y
F
'y
lu
'y
lu
Y J J
- -
3 4
2 2
'r 'r
-8.4 p p
A A
Source: MOSPI
Overview on Key Demographic Parameters
• Population growth and Urbanization
The trajectory of economic growth of India and private consumption is driven by socio-economic factors
such as demographics and urbanization. According to the world bank, India’s population in 2022
surpassed 1.42 billion slightly higher than China’s population 1.41 billion and became the most populous
country in the world.
Age Dependency Ratio is the ratio of dependents to the working age population, i.e., 15 to 64 years,
wherein dependents are population younger than 15 and older than 64. This ratio has been on a declining
trend. It was as high as 76% in 1983, which has reduced to 47% in 2023. Declining dependency means
the country has an improving share of working-age population generating income, which is a good sign
for the economy.
With an average age of 29, India has one of the youngest populations globally. With vast resources of
young citizens entering the workforce every year, it is expected to create a ‘demographic dividend’. India
is home to a fifth of the world’s youth demographic and this population advantage will play a critical
role in economic growth.
132Chart 3: Age-Wise Break Up of Indian population
7%
25%
Population ages 0-14
Population ages 15-64
Population ages 65 and above
68%
Source: World Bank Database
• Urbanization
The urban population is significantly growing in India. The urban population in India is estimated to
have increased from 413 million (32% of total population) in 2013 to 519.5 million (36.4% of total
population) in the year 2023. People living in Tier-2 and Tier-3 cities have greater purchasing power.
Chart 6: Urbanization Trend in India
36.4%
35.9%
35.4%
la
34.9%
t
o t 34.5%
f 34.0%
o
%) 33.6%
(
n
on
o it 32.8%
33.2%
it aa
lu
32.0%
32.4%
lup
po
op
p
n
a
b
r
U
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
Source: World Bank Database
• Increasing Per Capita Disposable Income
Gross National Disposable Income (GNDI) is a measure of the income available to the nation for final
consumption and gross savings. Between the period FY14 to FY24, per capita GNDI at current prices
registered a CAGR of 8.88%. More disposable income drives more consumption, thereby driving
economic growth.
The chart below depicts the trend of per capita GNDI in the past decade:
133Chart 7: Trend of Per Capita Gross National Disposable Income (Current Price)
2,50,000
CAGR 2,14,951
(FY14-FY24) 1,98,125
2,00,000
8.88% 1,74,816
1,44,620 1,52,504 1,48,408
1,50,000
1,31,743
1,20,052
1,09,315
1,00,439
91,843
1,00,000
50,000
-
FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 [PE]
[FRE]
Per Capita Gross National Disposable Income
Note: FRE – First Revised Estimates, PE – Provisional Estimate; Source: MOSPI
• Increase in Consumer Spending
With increase in disposable income, there has been a gradual change in consumer spending behaviour as
well. Private Final Consumption Expenditure (PFCE) which is measure of consumer spending has also
showcased significant growth in the past decade at a CAGR of 9.46%. Following chart depicts the trend
of per capita PFCE at current prices:
Chart 8: Trend of Per Capita Private Final Consumption Expenditure (Current Price)
1,40,000
1,27,760
CAGR 1,18,755
1,20,000 (FY14-FY24)
1,05,092
9.46%
1,00,000 91,315 89,641
84,441
76,379
80,000 70,258
63,339
57,201
60,000 51,764
40,000
20,000
-
FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24
[FRE] [PE]
Per capita PFCE
Source: MOSPI
134Concluding Remarks
The global economy faces significant headwinds, including escalating geopolitical tensions, volatile commodity
prices, high interest rates, inflation, fluctuations in international financial markets, climate change, rising public
debt, and the impact of new technologies. Despite these uncertainties, the Indian economy stands out as relatively
better positioned for growth compared to other emerging markets. According to the IMF’s forecast, India’s GDP
growth is expected to reach 7% in the upcoming year, well above the global projection of 3.2%.
Several bright spots contribute to this optimistic outlook. Continued healthy domestic demand, strong government
support for capital expenditure, moderating inflation, investments in technology, and improving business
confidence are all positive indicators. High-frequency growth metrics, such as the purchasing managers index, E-
way bills, bank credit, toll collections, and GST collections, have shown improvement in the current fiscal year.
Additionally, the normalization of employment after the economy's reopening is expected to further bolster
consumption expenditure. Public investment is also projected to exhibit healthy growth, with the government
allocating approximately Rs. 11.11 lakh crores for capital expenditure in the next fiscal year. The private sector
is demonstrating a renewed intent to invest, as evidenced by new project announcements and resilient capital
goods imports. Rural demand is anticipated to improve due to healthy sowing, rising reservoir levels, and progress
in the southwest monsoon. Together with government initiatives aimed at capital expenditure and other policy
support, this will likely aid the investment cycle in gaining traction.
In conclusion, India's economic trajectory reflects remarkable resilience and adaptability amid recent global
challenges. The country is on track to achieve significant growth milestones, supported by robust domestic
demand, active investment activities, and a commitment to infrastructure development. With a youthful, skilled
workforce and ongoing structural reforms, India is increasingly becoming a key player in the global economy.
While potential risks such as geopolitical tensions and inflationary pressures persist, proactive government
initiatives and a stable financial sector provide a solid foundation for sustained growth. As India navigates these
complexities, its path toward becoming a major economic hub is promising, reinforcing its role as a vital
contributor to global economic stability and growth.
Global Aviation Industry
Overview and market size
The global airline industry plays a pivotal role in connecting virtually every country, facilitating a truly
interconnected global economy. Beyond just moving people and goods, industry itself is a major economic engine,
impacting various sectors like aircraft manufacturing, tourism, and more. Few industries receive as much attention
as airlines, whether from those operating within the industry, government policy makers, media outlets, or the
billions of passengers who use their services.
The global aviation market size was valued at approximately $1,011 billion in 2023. The market is projected to
grow at a CAGR (Compound Annual Growth Rate) of 6-8% from 2023 to 2029, driven by increasing air passenger
traffic, rising disposable incomes, and growing tourism across emerging economies.
The aviation industry experienced a massive decline during the COVID-19 pandemic, with a nearly 50% drop in
revenue in 2020 owing to travel restriction across the globe. However, the industry is recovering as travel demand
returns to pre-pandemic levels, particularly in Asia-Pacific and North America.
135Chart 9: Global aviation market size
CAGR: 3%
Pandemic led to massive drop in revenues in 2020 while
(USD Billion)
recovery from pandemic with rebound in travel post easing of
restrictions led to improvement in 2021
1600 1507
1400
1200
1011
1000 894
730
800 653
600
452
400
200
0
2019 2020 2021 2022 2023 2029P
Source: The Business Research Company, Global Aviation Market Report from EMIS Professional Database, CareEdge Research; P:
Projected, Years refer to Calendar Year (CY)
Market segmentation of the aviation sector
The aviation market is segmented into passenger, charter, and cargo services, each serving distinct needs.
Passenger aviation dominates the sector, driven by commercial airlines offering domestic and international flights,
with growing demand especially from emerging markets. Charter aviation caters to customized, private air travel,
including business jets and VIP services, attracting high-net-worth individuals and corporations. Meanwhile,
cargo aviation is a critical segment, fueled by global trade and e-commerce growth. Each segment is increasingly
focused on efficiency, digitalization, and sustainability.
Chart 10: Global aviation market segmentation by type and market share
Source: The Business Research Company, Global Aviation Market Report from EMIS Professional Database, CareEdge Research; market
share as of CY2023.
1361. Passenger Air Transport
The Passenger Air Transport segment is the largest in the aviation industry contributing to almost 85%
of the entire aviation market, encompassing commercial airlines that transport travelers on domestic and
international routes. This segment benefits from rising middle-class incomes, tourism growth, and
increased air connectivity. Airlines are focusing on enhancing passenger experience and sustainability
through fuel-efficient aircraft and digital solutions.
2. Chartered Air Transport
Chartered Air Transport services offer a more personalized or specialized mode of travel, catering to
individual, groups, or cargo outside the structure of scheduled flights. The segment is in its evolving
stage, catering to almost 9% of the market share in the industry. These non-scheduled services include
passenger charters, freight charters, and air taxi services, often charging per mile or per hour.
Charter air services provide flexibility and convenience, appealing to those with specific travel needs,
such as exclusive group travel, urgent freight transport, or air taxi services for shorter, regional trips.
3. Air Cargo Services
Air Cargo Services focus on the express transportation of goods via air, supporting the rapid movement
of freight and deliver around the globe. This segment comprises revenues generated by companies that
use aircraft—whether scheduled or on contract—for the transport of commodities and mail. The segment
has a lower share of nearly 6%.
Air freight and airmail services are vital for global trade, enabling the swift and efficient delivery of
goods across borders. From express shipping to large-scale freight movements, air cargo remains an
essential component of the supply chain, particularly for high-value or time-sensitive goods.
Each of these segments—passenger transport, chartered services, and air cargo—plays a critical role in
the broader air transportation industry. Together, they support both economic growth and global
connectivity, making the airline industry a cornerstone of modern commerce and travel.
Assessment of private jet industry in developed economies
The private jet industry in developed economies has shown significant growth, driven by rising demand for
exclusive, flexible, and time-efficient travel. High-net-worth individuals, corporations, and executives prefer
private jets for their privacy, convenience, and ability to access smaller, less congested airports. The pandemic
accelerated demand as travelers sought safer alternatives to commercial flights.
In developed regions like North America and Europe, the private jet market has witnessed healthy growth over
the past few years, owing to a robust infrastructure of fixed-base operators (FBOs), private terminals, and luxury
services. North America is the largest market, accounting for over half of the global private jet fleet, with the U.S.
leading in ownership and usage. Europe follows, with rising demand from corporate clients and the super-rich.
However, when it comes to India, its shows negligible share as compared to US and Europe, but this unlocks high
potential and headroom for India to grow in the private jet space. While the market is saturated in developed
economies, emerging markets like India are likely to gain the market share in the upcoming time.
137Chart 2: Assessment of private jet industry in developed economies
Source: National Business Aviation Association, The Global wealth Report by Knight Frank, EMIS, CareEdge Research; P: Projected, Years
refer to Calendar Year
Indian Aviation Industry
Overview and Market size
The civil aviation sector plays a crucial role in driving economic growth, contributing significantly to the economy
by amplifying overall output and employment through its multiplier effect, while enhancing logistical efficiency.
India’s civil aviation industry has rapidly ascended, becoming the 3rd largest in the world for domestic traffic.
Prior to the pandemic, it was projected to claim the 3rd spot globally in overall traffic as well. To support the
sector's continued expansion, the Indian government has implemented key initiatives like the NCAP 2016, RCS
UDAN, the Drone Policy, NABH Nirman, Aircraft Leasing under IFSC, and the recent helicopter policy.
Historically, Indian airlines have relied on foreign countries for aviation financing and leasing activities.
Recognizing the potential and profitability of these operations, the government classified "aircraft leases" as a
"financial product" under the IFSCA Act of 2019. This move allows for the availability of operating and financial
leases for aircraft, helicopters, and their engines, paving the way for the development of a robust aviation
ecosystem within India.
India’s aviation growth is largely fueled by a rising middle class, improved regional connectivity through schemes
like RCS UDAN, and significant investments in infrastructure through the development of greenfield airports and
the modernization of existing brownfield airports. Currently, over 60% of the more than 220 million passengers
are handled by airports in major metropolitan areas. However, future growth is expected to be driven by greenfield
airports in tier 2 and tier 3 cities, as well as upgraded brownfield airports in these regions, positioning them to
become key hubs for India’s burgeoning aviation sector.
The market size of Indian Aviation stands at around $15 billion as of FY23. The industry has grown at a CAGR
of 10.3% from FY19-FY23. Furthermore, the industry is expected to grow at a CAGR of 7-9% to reach until $22-
27 billion until FY29.
138Chart 11: Indian Aviation Industry: Market size
(USD Billion)
50-55
CAGR: 6%
18
15
13
12
9
5
FY19 FY20 FY21 FY22 FY23 FY24E FY29P
Source: Civil Aviation Handbook, CareEdge Research & Analysis; E: Estimated; P: Projected
Assessment of domestic and international passenger traffic trend
The passenger traffic is divided into two broad categories: Domestic and International. Total passenger traffic has
been growing at a CAGR of 7% from FY17 to FY24. Total passenger traffic has reached to 220 million in India
supported by multiple factors contributing to growth.
1. Domestic Passenger traffic
Domestic air travel in India has experienced significant growth over the past decade, driven by increasing
economic activity, urbanization, and rising disposable incomes. The market has seen a surge in demand
for air travel, particularly due to the rise of low-cost carriers (LCCs) such as IndiGo, SpiceJet, and Akasa
Air, which have made flying more affordable for a larger segment of the population.
The domestic passenger traffic nosedived in FY21 as a pandemic led to travel restriction. However, the
industry recovered swiftly as the situation started normalizing and remarkably, in FY24 domestic
passenger traffic surpassed pre-covid level to reach at 154 million. The growth is back by key factors
such as growing middle class population in tier-2 and tier-3 cities along with rising in consumer spending
coupled with government initiatives have played a crucial role in improving regional air connectivity.
Additionally, the development and modernization of major cities and regional hubs have supported the
growth of domestic traffic.
2. International Passenger traffic
The international passenger traffic has been growing gradually. The international passenger traffic has
grown at a CAGR of 4% from FY17 to FY24, reaching 67 million passengers. The constant growth has
been driven by India’s growing integration with global trade and investment markets drives higher
demand for business travel. Apart from that, the growth in international passenger traffic is also being
supported by tourism.
139Chart 12: Domestic and International Passenger traffic
220
(Passengers in million)
204 202
191
184
159
154
140 141 136
123 105
104
84
62
61 64 61 67
55 53 55
21
9
2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24
Domestic Passengers International Passengers Total Passengers
Source: Civil Aviation Handbook, DGCA statistics, CareEdge Research
Current airports and future prospects
Review of Current Airport Infrastructure
The Indian airport sector has witnessed significant growth and transformation during the period driven by a
confluence of factors like rising passenger traffic, private sector participation, technological advancements, and
government focus on improving the airport infrastructure. The domestic aviation industry in India has positioned
itself as the third-largest domestic aviation market globally in terms of domestic air traffic. There have been several
notable developments in the sector, such as the construction of big-ticket greenfield airports, the privatization of
airports, the launch of a new airline, and the formulation of a drone policy, which have contributed to the positive
sentiment. India has a total of 148 airports operational which handles domestic and international passenger traffic.
Chart 3: Current International Airports in India
Source: Airports Authority of India (AAI) database, CareEdge Research
140Future prospects
India is at a critical juncture where the rising demand for air travel necessitates a strategic approach to both the
expansion of existing airports and the development of new ones. The country’s vision for a modern and integrated
transportation network is driving these efforts. In the near term, the government, with strong support from the
private sector, is investing heavily in airport infrastructure.
Over a five-year period, US$ 11.8 billion (INR 98,000 crore) will be allocated for the construction of greenfield
airports and the enhancement of brownfield airports. Of this investment, the private sector is expected to contribute
US$ 7.5 billion (INR 62,000 crore), while the Airports Authority of India (AAI) will invest US$ 4.3 billion (INR
36,000 crore). By 2047, India is projected to have over 400 airports in the upcoming years.
Chart 13: Upcoming additional airports in India, Cumulative
258
196
132
2030P 2040P 2047P
Source: Vision 2024 document published by Federation of Indian Chambers of Commerce & Industry (FICCI), CareEdge Research; P:
Projected
Key growth drivers in the aviation industry
India's aviation industry is one of the fastest-growing sectors globally, driven by a combination of government
initiatives, economic growth, and increasing demand for air travel. Key growth drivers include:
Rising Middle-Class and Disposable Income: The rapid expansion of India’s middle class is one of the primary
drivers of air traffic growth. By 2036, India is expected to have an additional 478 million passengers, with the
middle-class accounting for a significant portion of this demand
Government Initiatives (UDAN Scheme): The UDAN (Ude Desh Ka Aam Nagrik) scheme, launched in 2016,
aims to enhance regional connectivity by making air travel affordable. Over 400 new routes have been introduced
under the scheme, connecting underserved regions to larger metro hubs. This initiative has significantly boosted
domestic air traffic.
Infrastructure Expansion: India is focusing on major infrastructure developments, with 21 new greenfield
airports approved and numerous brownfield projects being upgraded. The investment of US$ 11.8 billion over the
next five years for airport construction and expansion reflects the government's long-term commitment
Growing Tourism Sector: India is emerging as a major global tourism destination, contributing to the rising
demand for air travel. Additionally, domestic tourism is rapidly growing, driven by increasing disposable incomes
and improved air connectivity
Favorable Demographics: With a population of over 1.4 billion people, and a significant percentage of the
population being young and aspirational, the demand for domestic and international travel is poised to grow
steadily. Notably, India is projected to become the third-largest aviation market globally by 2030.
Foreign Direct Investment (FDI) and Private Sector Participation: The Indian government has allowed 100%
FDI in greenfield and brownfield airport projects, attracting significant foreign investment. Furthermore, the
141private sector expected contribute US$ 7.5 billion towards airport development, further fuelling infrastructure
growth.
Evaluation of current airline players along with their plans of expansion in first/business class
Chart 4: Expansion plans of Indian Airlines Companies
Source: Company websites, CareEdge Research
Private Jet Industry
Overview and market size
The private jet industry in India is witnessing rapid growth, driven by increasing demand from high-net-worth
individuals (HNWIs), corporate executives, and a growing preference for personalized, flexible travel options.
Factors such as the expansion of business operations, time efficiency, and concerns over commercial aviation
delays have contributed to the rise in private jet usage. India's burgeoning economy has also led to an increasing
number of private jet charters and ownership. Additionally, post-pandemic, there has been a marked shift toward
private flying due to safety and health concerns.
The private jet industry in India has experienced significant growth, expanding from a market size of $187 million
in FY19 to $274 million in FY24, reflecting a healthy compound annual growth rate (CAGR) of 8%. This growth
can be attributed to several factors, including the rising number of high-net-worth individuals (HNWIs), the
increased need for rapid business travel, and the expansion of economic activities in Tier 2 and Tier 3 cities.
As India's wealth accumulation continues and the demand for personalized, time-efficient travel rises, the private
jet market is poised for further expansion. The private jet industry market in India is expected to continue growing
at a CAGR of 13-15% over the next five years. This growth is likely to be driven by increasing demand from
high-net-worth individuals, the expanding startup ecosystem, and the need for fast, flexible business travel
solutions. As more Tier 2 and Tier 3 cities contribute to economic growth, demand for private aviation is expected
to rise. Moreover, government policies that support infrastructure improvements, along with innovations like jet-
sharing platforms, will further enhance accessibility and adoption of private jet services across India.
Chart 14: Private Jet Industry Market Size1
(USD Million)
500-550
274
248
224
187 186
163
FY19 FY20 FY21 FY22 FY23 FY24E FY29P
1 Aggregate financials of 18 market players considered for estimating market size of the industry
142Source: CareEdge Research & Analysis; E: Estimated, P: Projected
Currently, private jet industry market in India has 116 non-scheduled operators as of FY24. Going further, the
market is expected to see continuous growth as private aviation becomes more accessible and streamlined. Non-
scheduled operators in aviation refer to airlines or aviation companies that do not operate regular flights on fixed
routes or schedules. These operators provide charter services, often catering to business executives, celebrities, or
high-net-worth individuals, and are strongly linked to the private jet industry. The flexibility of non-scheduled
operations allows clients to customize travel itineraries, offering privacy, convenience, and time-saving benefits
that are essential in the private aviation market, making them a crucial segment of the private jet industry.
Chart 15: Current market of Non-Scheduled Operators for the Private Jet Industry in India
(in nos.)
140 450
388
400
120 344
317 318 319 326 350
100
300
80 250
60 200
150
40
100
20
50
98 101 100 91 103 116
0 0
FY19 FY20 FY21 FY22 FY23 FY24
Number of NSOP Number of aircrafts (including helicopters)
Source: Civil Aviation Handbook, DGCA Statistics, CareEdge Research; The numbers refer to the count of Non-Scheduled Operators; Non-
Scheduled Operator (NSOP)
The growth of Non-Scheduled Operator Permit (NSOP) holders at a CAGR of 3% from FY19-FY24 is largely
attributed to increasing demand for private and charter aviation services. Additionally, the expanding base of high-
net-worth individuals (HNWIs) and the rise of corporate executives seeking efficient and time-saving travel
options have contributed to the steady growth in NSOP operators.
Chart 16: Market share of Non-scheduled operators in terms of international flights operated
Reliance
Commercial
23.9% 21.6% Air Charter
Service
Poonawalla
Aviation
4.1% Karnavati Aviation
4.6%
20.5%
A R Airways
4.8%
8.8% GMR Aviation
11.7%
Source: Civil Aviation Handbook, DGCA Statistics, CareEdge Research; Data as of FY24
143Chart 17: Market share of Non-scheduled operators in terms of domestic flights operated
8.70%
Ventura Airconnect
8.40% VSR Ventura
Reliance Commercial
6.20%
Air Charter Service
54.50% 6.20% Indo Pacific Aviation
6.10% A R Airways
Redbird Airways Pvt. Ldt.
5.70%
Others
4.20%
Source: Civil Aviation Handbook, DGCA Statistics, CareEdge Research; Data as of FY24
Chart 18: Market share of Non-scheduled operators in terms of revenue
2% FlySBS Aviation Pvt Ltd
3%
13% 6% Jet Serve Aviation Pvt. Ltd.
13% A R Airways Pvt Ltd
Air Charter Services Pvt Ltd
9%
33%
Indian Flysafe Aviation Limited
8%
IRM Aviation Limited
5%
4% 4%
Mytri Aviation Pvt Ltd
Source: Company Financials, DGCA Statistics, CareEdge Research
Business Landscape of the Private Jet Industry
The private jet industry is poised to experience significant growth, driven by innovative ownership and access
models that make private aviation more accessible and tailored to different traveler needs. These models cater to
varying levels of commitment and investment, expanding the industry’s reach across a broad demographic from
ultra-high-net-worth individuals to occasional travelers.
144Chart 19: Business Models in Private Jet Industry
Source: CareEdge Research
1. Full Ownership
In this model, individuals or corporations own a private jet outright. It is the most expensive option but
provides complete control over the aircraft, including its availability and customization.
Key Features:
Growth Driver: Full ownership remains attractive to ultra-high-net-worth individuals (UHNWIs) and
large corporations with substantial, frequent travel needs, who prioritize exclusivity, control, and
convenience. Complete ownership enables the highest level of customization and flexibility, with owners
having total control over flight schedules, aircraft maintenance, and design.
High Initial Investment and Operational Costs: This model requires a significant upfront cost (often
between $5 million and $100 million) and ongoing expenses for maintenance, crew, insurance, and fuel,
which can amount to $500,000 to $1 million per year. These costs limit the pool to the wealthiest buyers
but underscore the exclusivity of private jet ownership.
Target Market: UHNWIs and large corporations committed to long-term investment in private aviation,
with a desire for personalized, immediate access to air travel.
2. Fractional Ownership
Fractional ownership allows multiple owners to share a private jet, typically dividing usage by flight
hours or days per year.
Key Features:
Growth Driver: Fractional ownership allows high-net-worth individuals and businesses to access
private jets at a fraction of the cost, creating demand from those who need regular flights without the
financial burden of full ownership.
Lower Initial Investment: Compared to full ownership, fractional ownership requires a smaller upfront
cost while offering some of the same benefits, such as guaranteed availability. A management company
handles maintenance and staffing, appealing to busy executives and individuals who want convenience
without hands-on management.
Target Market: Frequent travelers, small to mid-sized businesses, and high-net-worth individuals who
value cost-sharing without compromising on the exclusivity of private aviation.
1453. Jet Card Programs
Jet cards offer pre-paid access to private jets without ownership. Users purchase a set number of flight
hours (e.g., 25, 50, 100) and can book flights as needed.
Key Features:
Growth Driver: Jet card programs democratize private jet access by allowing clients to prepay for a set
number of flight hours (e.g., 25, 50, 100 hours) at fixed rates. This model attracts customers seeking
flexibility without ownership or long-term commitments, making private jets accessible to a wider
audience, including corporate executives and occasional luxury travelers.
Fixed Rates and Flexibility: The prepaid model with fixed hourly rates provides price stability and
eliminates the operational burden. Jet cardholders can book flights with minimal notice, typically within
a few hours, adding to the program’s convenience.
Target Market: Corporate travelers, executives needing last-minute flights, and individuals who value
the convenience of private flights without the financial and logistical responsibilities of ownership.
4. On-Demand Charter (Pay-per-Flight)
The most flexible model, on-demand charter, allows customers to book a private jet for individual flights
as needed, without long-term commitment.
Key Features:
Growth Driver: The on-demand charter model provides maximum flexibility by allowing customers to
book flights as needed without long-term commitments. This model is ideal for infrequent travelers or
those with varying travel schedules, expanding the private jet market to occasional users.
Low Entry Barriers: By charging only for each flight and eliminating ownership and maintenance costs,
on-demand charters attract a diverse range of clients. The availability of different aircraft types for both
domestic and international flights further enhance the appeal.
Target Market: Infrequent travelers, event-driven groups, businesses with variable schedules, and
individuals seeking one-off flights, such as for special events or holidays.
5. Membership Programs
Some companies offer membership programs that allow users to pay a monthly or annual fee for access
to private jets at discounted rates.
Key Features:
Growth Driver: Membership programs appeal to frequent travelers who desire predictable costs for
private jet access. With a monthly or annual fee, members benefit from discounted rates, priority access,
and guaranteed availability. This model caters to a broader audience than traditional ownership,
appealing to businesses and regular travelers who value cost control.
Lower Price Point and Priority Access: Membership programs offer flexibility and affordability, with
discounts on per-flight rates, making private aviation more accessible. These programs are especially
attractive to corporate travelers and high-net-worth individuals who frequently travel but seek cost-
effective solutions.
Target Market: Frequent travelers, corporate clients, and individuals seeking a cost-effective way to
enjoy the benefits of private aviation with priority access and predictable expenses.
146These models collectively drive growth by broadening the customer base for private aviation, making private jets
accessible beyond UHNWIs. Each model meets the unique needs of various market segments, enhancing
flexibility and affordability without compromising the luxury and convenience associated with private travel. The
diversification of ownership and access models, along with increased demand for health-conscious, safe, and
personalized travel, positions the private jet industry for sustained growth
Regulatory framework for Private Jet Industry in India
The private jet industry in India is governed by a regulatory framework that falls under the purview of the
Directorate General of Civil Aviation (DGCA), which is the primary authority overseeing all civil aviation
matters. Here are key components of the regulatory framework for private jets:
Aircraft Registration and Certification: All private jets must be registered with the DGCA under the Aircraft
Act, 1934, and the Aircraft Rules, 1937. Owners must obtain a certificate of airworthiness to ensure that the
aircraft meets all safety standards.
Non-Scheduled Operator’s Permit (NSOP): Private jet operators must secure an NSOP from the DGCA to
legally operate non-scheduled flights. The NSOP governs aspects like crew training, maintenance, and safety
protocols. Operators must adhere to strict guidelines regarding aircraft usage, safety management, and operational
limits.
Customs and Import Duties: Importing private jets into India is subject to heavy customs duties and taxes,
including Basic Customs Duty (BCD), Goods and Services Tax (GST), and other import-related levies. This
regulatory framework significantly influences the cost of private jet acquisition in the country.
Airport Slot Allocation and Usage: Private jets must comply with airport slot allocations controlled by the
Airport Authority of India (AAI). This is crucial for managing takeoff and landing schedules, particularly at high-
traffic airports.
Foreign Ownership and Operation: Foreign ownership of aircraft is permitted under certain conditions, but
foreign operators must obtain approvals from the Ministry of Civil Aviation (MoCA) and follow regulations for
operations within Indian airspace, including adherence to security and air traffic control rules.
Charter Operations Regulations: Charter services provided by private jet operators are closely monitored.
Operators must follow specific licensing, safety, and operational standards under the DGCA’s Civil Aviation
Requirements (CAR).
Key growth drivers for the Private Jet Industry
1. Rising Wealth and High-Net-Worth Individuals (HNWIs)
India is experiencing a rapid increase in wealth accumulation, leading to a growing class of ultra-high-
net-worth individuals (UHNIs) and affluent business families. This expanding wealthy segment is
driving demand for more personalized, premium travel solutions. Private jets, with their flexibility,
luxury, and convenience, are particularly appealing to this group. In 2023, the UHNI population grew by
6% over 2022, and projections indicate this growth will accelerate to 7-9% annually, reaching 18,000-
20,000 individuals by 2028. This surge is expected to significantly boost demand for luxury services,
including private aviation.
2. Expansion of Tier 2 and Tier 3 Cities
Economic Growth in Smaller Cities to remain higher: As of FY24, India has over 125,000 recognized
start-ups, with more than 45% originating from Tier 2 and Tier 3 cities. With increasing economic
activities in Tier 2 and Tier 3 cities, private aviation is becoming more relevant. Business executives and
entrepreneurs from smaller cities are seeking faster travel options to connect with larger economic hubs.
Limited Commercial Flight Connectivity: Commercial airlines do not always serve smaller cities
frequently, making private jets an attractive option for quick travel. Moreover, private jets are
147increasingly used for quick access to commercial hubs like Mumbai and Delhi from cities with poor
commercial flight connectivity.
3. Government Initiatives and Policies
The Indian government is rapidly developing airport infrastructure through schemes like UDAN (Ude
Desh ka Aam Naagrik), with over 350-400 operational airports planned by 2026. This development opens
more regional airports for private jet operators, especially in Tier 2 and Tier 3 cities. Infrastructure
improvements under the UDAN scheme, coupled with the construction of smaller airports, are making
private jet travel more feasible and attractive for business leaders and high-net-worth individuals in
previously underserved regions.
4. Emerging Business Models
Jet-Sharing Platforms: Companies offering fractional ownership or jet-sharing services, like those seen
in the U.S. and Europe, are starting to emerge in India. These models make private jet travel more
affordable for a wider base of users.
On-Demand Charter Services: Growing app-based, on-demand private jet charter services make it
easier to access private jets at short notice, appealing to both business travellers and leisure travellers.
5. Corporate Travel Demand
Corporate Jet Charters: Many companies are increasingly choosing private jet services for senior
executives, reducing travel time, and increasing productivity. According to sources, more than 60% of
private jet charters in India are booked for business purposes. The fast-paced nature of the tech industry
and the need for rapid decision-making makes private jets a crucial tool for travel between meetings,
conferences, and international business engagements.
Mergers and Acquisitions: The rising number of cross-border mergers, acquisitions, and partnerships
will likely fuel demand for more frequent, time-efficient travel. In last two years, India saw around more
than $100 billion in cross-border deals, prompting more frequent and rapid international business travel.
6. Growth in Medical Evaluation and Specialized Charters
Increase in Medical Charter services: Private jets are being increasingly used for medical emergencies
and evacuations, especially after the COVID-19 pandemic. In 2022, India saw a 30% rise in the demand
for air ambulance services, with private jets providing quicker access to specialized treatment across
regions.
7. Rising Infrastructure Investments in the Aviation Sector
Development of Business Aviation Terminals: The Indian government is encouraging private aviation
with the development of specialized business aviation terminals in major airports like Mumbai and Delhi,
making the process more streamlined for private jet passengers.
Assessment of Ultra High Net Worth Individuals
Overview and review of UNHWIs
Ultra-High-Net-Worth Individuals (UHNWI) are individuals or families with exceptionally high levels of wealth.
They are generally defined as those having a net worth of $30 million or more in investable assets, excluding
personal assets and property like their primary residence. As of 2023, globally there are around 625,508 UNHWIs.
Key Characteristics of UHNWIs:
Global Presence: UHNWIs typically have global investment portfolios, business interests, and properties across
multiple countries.
148Sophisticated Financial Needs: Due to the complexity of their wealth, they often require tailored financial
services, including estate planning, tax strategies, philanthropy, and family office management.
Luxury Lifestyle: They frequently invest in luxury assets such as yachts, private jets, high-end real estate, and
art collections.
Exclusive Investment Opportunities: UHNWIs often have access to private equity, venture capital, and bespoke
investment deals unavailable to the broader public.
Forecast of UNHWIs
While North America currently leads with 40% of the global UHNW population, India is projected to experience
the fastest growth among UHNWIs over the next 4-5 years. With a CAGR of 7-9%, India’s UHNW population is
expected to reach 18,000-23,000 by 2028. This rapid increase in wealth accumulation among India’s UHNWIs
and their demand for flexible, high-end travel solutions is poised to further drive the private jet market, as these
individuals seek tailored, efficient travel options that align with their lifestyle and global business interests.
Chart 20: Review and Forecast of UHNWIs globally and India
Source: Knight Frank: The Global wealth Report from EMIS Professional Database, CareEdge Research; figures in absolute; P: Projected; %
denote market share
Assessment of cost comparison for Private Jet v/s Commercial Airlines
A cost comparison between private jets and commercial airlines highlights the trade-off between convenience and
price. While private jets cost significantly higher due to aircraft ownership or charter fees, maintenance, crew
salaries, and fuel, they provide unmatched flexibility, time savings, and privacy. For ultra-high-net-worth
individuals and business executives, the benefits of direct routes, customized schedules, and reduced waiting times
can often justify the premium.
However, when comparing costs, first-class tickets on commercial airlines can approach or even exceed the cost
of flying on a private jet for short-haul routes. While private jets have high operating costs, they allow passengers
to pay for the entire aircraft, often accommodating multiple travelers at a comparable price per person to first-
class seats on commercial flights. For frequent travelers, groups, or executives prioritizing privacy and flexibility,
the cost of a private jet can be an attractive alternative to first-class commercial options, providing greater value
for a more tailored travel experience.
149Table 3: Assessment of cost between private jet and commercial airline
Parameter Private Jet (13-seater) Commercial airlines (First-
class)
Route: Chennai – London – Chennai [Round Trip]
Cost Price Per person (Rs) 800,000 904,717
Ground handling charges (Rs) 115,385 -
Crew Accommodation & 19,231 -
Transportation
Taxes and Surcharges (Rs) 168,231 198,952
Total cost per pax (Rs) 1,102,846 1,103,669
Mode of Flight Direct With one stop
Flight duration for one side 10-12 hours 15-17 hours
(approximate)
Meal Allowance (Rs) Upto 25,000 Free meal from service company
Flexibility People can opt the service as The person is bound to follow the
per their time and convenience time scheduled by the airline
In-flight entertainment (audio/video) Available Available
Privacy Entire aircraft is booked Limited privacy as the passenger
irrespective of the number of is allotted with a specific seat
travelers
Accessibility Travelers get a separate Travelers need to follow the queue
privilege to different check-in as per the standard airline
and check-out points which
doesn’t involve waiting
Source: CareEdge Analysis; pax refers to passenger
Note: Private jet costs considered based on quotations received from FlySBS Aviation Private Limited
The assessment highlights significant advantages for private jet travel over first-class commercial flights in terms
of both cost and convenience. While private jets are often perceived as more expensive, the total cost per person
for a private jet (Rs 1,102,846) is notably lower than that for a first-class commercial flight (Rs 1,103,669). This
difference is largely due to higher ticket prices associated with the commercial option. Moreover, private jets
provide a direct route, cutting the travel time down to approximately 10-12 hours compared to the 15-17 hours
required for a one-stop commercial flight. With substantial time savings, private jets become an efficient choice,
providing better value, convenience, and exclusivity for discerning travelers
Threats and Challenges for Private Jet Industry
The private jet industry, while poised for growth, faces several threats and challenges that could impact its future
expansion. Below are some key issues:
1. High Operating Costs
Fuel Prices: Volatile and rising fuel prices can significantly increase operational costs, making private
jet travel more expensive.
Maintenance and Crew Costs: Private jets require constant maintenance, skilled pilots, and cabin
crews, which can be a financial burden, especially for smaller operators.
Import Duties and Taxes: In regions like India, high import duties on aircraft, spare parts, and taxes on
aviation fuel can drive up costs, reducing profitability.
2. Regulatory Challenges
Stringent Regulations: Complex regulatory frameworks around aircraft ownership, leasing, and
operation can make it difficult to start or expand a private jet business. For instance, importing jets or
150getting operational permits can be time-consuming.
Airspace Restrictions: Restrictions on airspace usage, especially in congested zones, can create
operational delays and logistical challenges for private jets.
Airport Infrastructure: Limited infrastructure for private jets in smaller airports (limited parking slots,
hangars, or fueling facilities) can restrict access to certain regions.
3. Environmental Concerns
Carbon Footprint: Private jets are often criticized for having a disproportionately high carbon footprint
per passenger compared to commercial airlines. This has led to increasing scrutiny from environmental
groups.
Pressure for Sustainability: There’s growing pressure on the industry to adopt greener practices, such
as using Sustainable Aviation Fuel (SAF) or developing electric jets. However, these technologies are
still expensive and in the early stages of development.
Regulatory Push for Emission Reduction: Governments might introduce stricter emission control
policies or impose carbon taxes on private aviation, increasing operational costs.
4. Economic Downturns
Cyclical Demand: The demand for private jet services is closely linked to the overall economy and
wealth creation. Economic downturns or market crashes can reduce corporate travel and luxury spending,
significantly affecting the demand for private aviation.
Liquidity Crunch: Economic slowdowns can lead to fewer high-net-worth individuals willing to invest
in or charter private jets.
5. Safety and Security Concerns
Terrorism and Hijacking Risks: Although private jets are perceived as safer, they can still be
vulnerable to security risks such as hijackings or terrorist threats, especially if adequate security measures
are not in place.
Aircraft Maintenance and Safety Protocols: Any failure to maintain stringent safety protocols can lead
to accidents, damaging the industry’s reputation.
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151OUR BUSINESS
Unless otherwise stated, references in this section to “we”, “our” or “us” (including in the context of any
financial information) are to the Company on restated basis. To obtain a complete understanding of our Company
and business, prospective investors should read this section in conjunction with “Risk Factors”, “Industry
Overview”, “Financial Information” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on pages 30, 129, 202 and 226, respectively, as well as financial and other information
contained in this Prospectus as a whole. Additionally, please refer to “Definitions and Abbreviations” on page 1
for certain terms used in this section. Some of the information set out in this section, especially information with
respect to our plans and strategies, contain forward-looking statements that involve risks and uncertainties.
Before deciding to invest in Equity Shares, prospective Investors should read this entire this Prospectus. An
investment in Equity Shares involves a high degree of risk. For a discussion of certain risks in connection with
investment in the Equity Shares, you should read “Risk Factors” on page 30, for a discussion of the risks and
uncertainties related to those statements, as well as “Restated Financial Information” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” on pages 202 and 226, respectively,
for a discussion of certain factors that may affect our business, financial condition or results of operations. Our
actual results may differ materially from those expressed in or implied by these forward-looking statements.
Unless otherwise stated, the financial information used in this section is derived from our Restated Financial
Statements.
Unless otherwise indicated, industry and market data used in this section has been derived from the report
“Research Report on Private Jet Industry” dated November 2024 (the “CareEdge Report”) prepared and
released by CARE Advisory Research and Training Limited. The CareEdge Report has been commissioned by us
in connection with the Issue. Neither we, nor the BRLM, nor any other person connected with the Issue has
independently verified this information. Unless otherwise indicated, all financial, operational, industry and other
related information derived from the CareEdge Report and included herein with respect to any particular year
refers to such information for the relevant calendar year.
OVERVIEW
We are engaged in the business of providing private, non-scheduled air charter services from India, focusing on
delivering seamless air travel solutions to elite clientele. We are DGCA approved Non-Scheduled Airline Operator
holding a valid Air Operator Permit. Our customer base includes entrepreneurs, senior corporate executives,
politicians, diplomats, celebrities, and other VIPs, all of whom require tailored services to meet their specific
travel needs. These demands often encompass flexible flight schedules, access to exclusive destinations, premium
luxury amenities, privacy, and stringent security protocols. Our charter services cater to a range of specific travel
needs, such as direct travel convenience, multi-destination within tight timeframes, or access to locations lacking
commercial flight connectivity. Additionally, our services are frequently sought for critical purposes like medical
emergencies, key business meetings, promotional events, and other high-priority engagements.
Our Company currently provides private air-chartering services in India with operating base located in Chennai,
Tamil Nadu. We offer comprehensive air chartering services, operating dynamically across domestic and
international routes. We have successfully flown clients to diverse destinations worldwide, spanning six
continents. This includes routes to the far east in Japan, the Middle East, New Zealand, the Arctic regions of
Europe and North America, and as far as Mauritania in Africa. Our operational reach demonstrates our ability to
connect clients with a wide array of global destinations, fulfilling their unique travel requirements.
During our initial years of operation, we carried out private air-chartering services through a wet lease or quasi
charter model wherein the lessor of the aircraft provides the aircraft with the complete crew, maintenance and
insurance requirements. As our Company matured and gained experience, we have imported and registered an
aircraft under dry-lease arrangement on long term basis, whereby the lessor only provides the aircraft. Under the
dry lease model, the Company operates a 13 seater Embraer Legacy 600 aircraft.
Our total aircraft flying hours have significantly increased over the last three fiscal years. Our total aircraft flying
hours were 2,600 hours, 1486 hours and 522 hours for fiscal 2025, fiscal 2024 and fiscal 2024, respectively. Out
of these, the total flying hours from international operations for fiscal years 2025, 2024 and 2024 were 1,812
hours, 1,166 hours and 375 hours, respectively.
152Most of our clients are mid and large corporates, ultra-high net worth individuals and high net worth individuals.
Our revenue from corporate clients for the fiscal 2025, 2024 and 2023 accounted for 94.48%, 94.74% and 86.98%,
respectively, of our total revenue from operations. Our revenue from ultra-high net worth individuals and high net
worth individual for the fiscal 2025, 2024 and 2023 accounted for 5.52%, 5.26% and 13.02%, respectively, of our
total revenue from operations.
We are led by a management team that has extensive industry experience. Our individual promoters, Capt. Deepak
Parasuraman, Kannan Ramakrishnan and Amba Shankar, who are also on the Board of our Company, have been
instrumental in the growth of the business and have been associated with our Company since its incorporation.
Capt. Deepak Parasuraman is a qualified and highly experienced pilot with over 26 years of experience in aviation
and allied industry. He has rich experience in, managing and operating several businesses in the aviation industry
(particularly into business aviation and air cargo sector) and has secured licenses and regulatory approvals for
setting up an international cargo airline. Kannan Ramakrishnan has an extensive experience of more than two
decades in diversified industries such as retail and luxury automobile industry at various strategic and leadership
roles. Capt. Deepak Parasuraman and Kannan Ramakrishnan are also associated with one of our group companies,
namely Afcom Holdings limited, an international cargo airline which is engaged in the business of air cargo
operations on airport-to-airport basis. Our whole time director and CEO, Ambashankar, who is also a promoter of
our Company, has leadership experience in sales, marketing, client relations and in overall business management.
He has successfully established client relationship with corporates, High Net Worth Individuals (“HNIs”) and
Ultra High Net Worth Individuals (“UHNIs”). Our Board of Directors includes a combination of management
executives and independent members who bring in significant business expertise including in the areas of
marketing, finance, and corporate governance.
KEY FINANCIAL AND OPERATIONAL PERFORMANCE INDICATORS
Set forth are the key financial and operational performance indicators for the period/ years indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Total aircraft at end of period(1) 3 3 2
Total chargeable flying hours(2) 2600:00:01 1,486:08 522:18
Average flying hours per day(3) 7:07:24 4:07:41 1:27:03
Total departures (in nos.)(4) 479 361 114
Total unique destinations touched (in nos.)(5) 340 301 97
Total crew members at end of period (in nos.)(6) 8 6 -
Total Revenue from Operations (₹ in lakhs) 19,389.56 10,648.69 3,410.72
EBITDA (₹ in lakhs)(7) 4,141.23 1,498.85 522.83
EBITDA margins (%)(8) 21.20% 14.04% 15.07%
Profit After Tax (₹ in lakhs) 2,840.61 1,124.92 344.06
Profit After Tax margins (%)(9) 14.54% 10.54% 9.92%
Adjusted Net-worth(10) 12,844.67 4,732.47 1,133.47
Total Debt(12) 1,792.67 255.58 335.75
Debt to Equity Ratio(12) 0.14 0.05 0.30
ROCE (%)(13) 41.80% 45.58% 45.00%
ROE (%)(14) 32.25% 38.35% 45.02%
Note:
(1) Total number of aircraft operated by the Company at the end of respective period and includes both dry leased and wet leased
aircraft.
(2) Total chargeable flying hours denotes total flying hours for which chartering charges were invoiced to the clients.
(3) Average flying hours denotes total chargeable flying hours divided by 365 days for fiscal year 2025, 2024 and 2023.
(4) Total departures means total number of trips made by the aircraft for which chartering charges were invoiced to the clients
(5) Total unique destinations touched means number of unique cities/town/region/country, domestically or internationally, where our
aircraft landed or departed.
(6) This denotes total number of flying crew and cabin crew who are associated with the Company as at end of respective period.
(7) EBITDA has been calculated as a sum of profit before tax, finance costs and depreciation & amortization as per restated financial
statements.
(8) EBITDA margin has been calculated as EBITDA divided by total income as per restated financial statements.
(9) Profit after Tax margin as been calculated as profit after tax divided by total income as per restated financial statements.
(10) Adjusted network means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities
premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated
losses, deferred expenditure and miscellaneous expenditure not written off (which includes Entry into services and Pre Operative
153Expenses), but does not include reserves created out of revaluation of assets, write-back of depreciation, each as applicable for
the Company on a restated basis.
(11) Total debt is calculated as long-term borrowings plus short-term borrowings (including current maturities of long-term
borrowings) as per the restated financial statements.
(12) Debt to Equity Ratio is calculated as Total Debt divided by Adjusted Networth as per Restated Financial Statements.
(13) ROCE is calculated as Earnings Before Interest and Tax divided by Capital Employed. Capital Employed is calculated as a sum
of Adjusted Net-Worth and Long-Term Borrowings as per Restated Financial Statements.
(14) ROE is calculated as Net Profit After Tax attributable to majority shareholders divided by Adjusted Net-Worth.
OUR STRENGTHS
Experienced Promoters and senior management with extensive domain knowledge
We have an experienced and professional management team that plays a crucial role in overseeing our business
operations. Our leadership is anchored by Capt. Deepak Parasuraman, whose extensive experience in the aviation
industry, coupled with a global network, empowers us to strategically navigate the complexities of the private air-
chartering market. He has rich experience in managing and operating several businesses in the aviation industry
(particularly business aviation and air cargo sector) and was instrumental in securing licenses and regulatory
approvals for our Company and also setting up an international cargo airline. His experience in aviation
operations, gained over decades, ensures that our company maintains a high standards of safety, efficiency, and
reliability in every aspect of our business. Alongside him is Kannan Ramakrishnan, a professional with extensive
experience of over two decades across diverse industries, including retail and luxury automobile industry at
various strategic and leadership roles. His strategic insights and market intelligence have been instrumental in
driving our growth and market penetration. His leadership in financial structuring and capital raising has fortified
our financial foundation, enabling us to pursue our ambitious expansion plans with confidence.
Our operations are further strengthened by our Chief Executive Officer, Ambashankar, whose deep understanding
of luxury markets and client relations are crucial in delivering premium client experience. His experience ensures
that our Company consistently exceeds the expectations of our clientele. Together, our management team brings
a blend of industry expertise, strategic vision, and operational excellence, making our Company a key player in
the luxury private air-chartering sector. We have a highly trained and specialized team across every area of our
operations, including compliance, flight planning, dispatch, maintenance, flight safety and crew training, ensuring
that we are well-equipped to meet the demands of our growing client base.
Strategic positioning in a high entry barrier industry
We are strategically positioned within a highly regulated and demand-intensive industry, where significant
barriers to entry protects existing players like us from potential competition. Entering this industry requires
extensive experience, considerable time, and substantial investment to meet stringent regulatory requirements,
secure necessary clearances, and establish substantial infrastructure. For instance, the operators must adhere to
strict guidelines regarding aircraft usage, safety management, and operational limits. Further, airport slot
allocations are controlled by the Airport Authority of India, which is crucial for managing take-off and landing
schedules, particularly at high-traffic airports (Source: CareEdge Report). The complex nature of these
requirements creates a natural barrier that limits new entrants and strengthens our market position. We have
established a comprehensive operational framework that includes all necessary certifications, a skilled workforce,
and a substantial infrastructure. This establishment not only positions us as a trusted player in the private air-
chartering sector but also enables us to meet client demands with precision and efficiency.
Our Company has leveraged its organized structure and operational expertise to respond swiftly to market
demands. This ability to scale operations efficiently and meet growing client needs, not only enhances our
competitive edge but also ensures long-term sustainability and growth. By combining our early-mover advantage
with a strong understanding of industry dynamics, our Company is uniquely positioned to maintain and expand
its leadership in the private air-chartering aviation market, reinforcing our standing as a premier service provider
in a high-demand, high-barrier industry.
In-house fleet and existing flight operational experience
To meet the operational requirements of our clients, apart from using the 13 seater Embraer Legacy 600 aircraft
on dry lease basis, we also use Dassault Falcon 2000, Bombardier Challenger 605, Bombardier Global 6000 or
154any equivalent aircraft on wet lease / quasi charter basis from large international operators of business jets. These
aircrafts are considered as benchmark in their class for performance, comfort, convenience and reliability. These
aircrafts have an endurance of flying 6 hours to 16 hours on non-stop basis, which provides us an opportunity to
offer the best suitable aircraft depending on our client’s itinerary and affordability. This strengthens our flight
operations, space inventory, crewing, engineering activities, insurance, overhead and related activities. We believe
that the existing flight operating experience coupled with in-house fleet and aircraft acquisition capabilities can
increase our operational scalability enabling us to cater to the increasing demand. Further, in order to strengthen
our fleet capacity, we have entered into an in-principle arrangement with separate international lessors to acquire
two 13-seater aircraft on long-term dry lease basis which will be operational on completion of required technical
and regulatory processes.
Synergies with our group company, Afcom Holdings Limited
Our group company, Afcom Holdings Limited, an international cargo airline which is engaged in the business of
air cargo operations on airport-to-airport basis, provides us with significant strategic advantages. While we are
dedicated in private air-chartering services, Afcom Holdings Ltd., has successfully positioned itself within the air
cargo sector, by providing its services to various countries in ASEAN region. This provides our Company an
unique advantage to benefit from the close association with the large commercial jet operation company and works
as complementary in nature. Within the aviation industry, it enables us to have advantage of economies of scale,
resulting in substantial cost efficiencies and enhanced operational effectiveness. Leveraging Afcom’s established
network and expertise in international air cargo operations, we are well positioned to negotiate more favourable
terms for essential services, including fuel procurement, leasing agreements, MRO services, ground handling and
trip support etc. We also benefit from industry and operational knowledge and experience of Afcom in various
business function such as engineering services, flight scheduling and despatch and maintenance scheduling. By
consolidating operational needs across both entities, we enhance our bargaining power, which translates into
significant cost savings and improved profit margins.
This collaborative approach fosters the mutual exchange of, industry knowledge and best practices, thereby
strengthening our operational resilience and overall capabilities. The synergistic benefits derived from this
integrated group structure provide our Company with a competitive edge against our peers in the private air-
chartering market, facilitating effective scaling and delivering enhanced value to our clientele.
Operational excellence, aircraft maintenance and tailored solutions for our clients
We have established required processes and a dedicated team to ensure seamless and reliable operations. As on
March 31, 2025, our team comprises of 22 permanent employees and has engaged 2 persons on retainership basis,
which includes 8 operating crew (pilot and cabin crew), for efficiently carrying out our business operations. We
have also entered into agreement with a DGCA approved MRO service provider for securing comprehensive
maintenance and overhaul services for our fleet of aircraft. With access to their fully equipped MRO facility in
Bangalore, Karnataka we benefit from an established infrastructure, ensuring that our fleet maintains its
operational efficiency. This contract allows us to achieve consistent operational reliability, minimizing downtime
and optimizing aircraft upkeep.
We emphasize continuous crew and staff training, aligned with DGCA mandates, supplemented by our internal
training programs to enhance operational and client service skills. Complementing this is our focus on luxury in-
cabin hospitality, offering world-class amenities and attentive service. Our commitment to operational precision
and personalized service strengthens our brand’s reputation for reliability and exclusivity, delivering tailored
solutions for every client.
OUR STRATEGIES
Growth through fleet expansion under dry lease model
We are committed to further expanding our fleet through the acquisition of aircraft under the dry lease model. In
this model, the aircraft lease rental is paid to the lessor and all other operating expenses such as crew remuneration,
maintenance, repairs, insurance related to the aircraft and other variable expenses such as fuel, flight planning,
ground handling etc., are undertaken by us. This provides us with better operational control over other ancillary
cost such as maintenance, cost of crew and insurance which will improve our profitability, operational efficiency
155and flexibility to operate more flight schedules. We also have recently signed a letter of intent and an offer to lease
with separate international lessors for lease of two additional aircraft on dry lease basis which we expect to be
operational on completion of required technical and regulatory processes. Further, we also intend to acquire six
additional aircrafts on dry lease basis from the proceeds of this Issue for our existing fleet to meet the growing
demand for private air-charter services.
Capitalise on growth opportunities in private air chartering service industry
The private jet industry in India has experienced significant growth, expanding from a market size of $187 million
in FY19 to $274 million in FY24, reflecting a healthy compound annual growth rate (CAGR) of 8%. This growth
can be attributed to several factors, including the rising number of HNIs and UHNIs, the increased need for rapid
business travel, and the expansion of economic activities in tier 2 and tier 3 cities.
As India's wealth accumulation continues and the demand for personalized, time-efficient travel rises, the private
jet market is poised for further expansion. The private jet industry market in India is expected to continue growing
at a CAGR of 13-15% over the next five years. This growth is likely to be driven by increasing demand from
high-net-worth individuals, the expanding startup ecosystem, and the need for fast, flexible business travel
solutions. As more Tier 2 and Tier 3 cities contribute to economic growth, demand for private aviation is expected
to rise. Moreover, government policies that support infrastructure improvements, along with innovations like jet-
sharing platforms, will further enhance accessibility and adoption of private jet services across India. (source:
CareEdge Report)
We intend to capitalize on this niche, high-growth market by leveraging our experience, expertise and operational
efficiencies. During our initial years of operation, we carried out private air-chartering services through a wet
lease model, however, as our Company matured and gained experience, we entered into dry-lease arrangement in
FY 2024. As on July 31, 2025, the Company is also in process to induct two 13 seater aircraft on long term dry
lease basis from international lessors and plans to induct six additional aircraft on long term dry lease basis form
the proceed of this Issue. We also intend to scale and expand our business through introducing global concepts
and business models which are strategically planned as per the client requirements such as airtime share, loyalty
programs, pay-per-flight and membership program.
Leveraging technology solutions as a strategic strength
We recognize the untapped potential of technology in reshaping the private air-charter market. Today, the process
of booking a private flight remains fragmented, time-consuming, and largely disconnected from the convenience
of digital platforms. To address these inefficiencies, we are committed to integrating technology into our services,
with the goal of creating a more accessible and seamless experience for our clients. Our proposed air-time
subscription model, enabled through tech-driven solutions, will offer flexible, hour-based subscription services,
giving clients a seamless, transparent, and efficient booking experience. This model will also provide us an insight
on asset-right approach for optimizing aircraft availability and further acquisition to enhance client satisfaction.
On the operational front, our technology will integrate GPS-based digital services, optimizing aircraft positioning
and minimizing repositioning costs. This solution will streamline flight scheduling, resource allocation, and
overall efficiency, resulting in better asset utilization, while improving service delivery for clients. By embracing
technology, we are positioned to not only enhance client experience but also drive significant operational
efficiency and cost savings, reinforcing our position as a forward-thinking leader in the private aviation sector.
Leveraging strong sales & marketing channels and client acquisition initiatives
Our strategic sales and marketing efforts form the backbone of our business growth, supported by deep industry
knowledge and well-established relationships in the luxury sectors. A key factor driving our success is the
invaluable industry experience and market intelligence of our leadership, which has enabled us to craft a marketing
approach that aligns with the demands of high-net-worth individuals and corporate clients. By leveraging
connections in sectors such as luxury automobiles, we tap into a clientele that prioritizes exclusivity and
personalized service. We have a network of 12 travel agents and brokers which form part of client acquisition
strategy efforts. Further, we intend increase our market share and client base by growing our travel agents and
brokers’ network and direct client relations with UHNIs, HNIs and corporate clients.
156Additionally, our reputation for quality and reliability fosters strong word-of-mouth referrals. Our clients, to whom
we consistently endeavour to deliver superior service experience, act as brand ambassadors, introducing new
clients through their personal and professional networks. This organic growth, fuelled by the strength of our client
relationships and strategic partnerships, reduces our dependence on traditional advertising channels and supports
steady business expansion. Furthermore, our market intelligence ensures that we remain responsive to emerging
trends in client preferences, allowing us to enhance service offerings and deepen client loyalty. Through these
well-calibrated efforts, we are well-positioned to capture the growing demand for private air charter services,
especially in underserved regions, further solidifying our market presence.
LEASING OPTIONS
A. Dry Lease
A dry lease in the realm of aircraft leasing is a contractual arrangement where the lessor provides the
aircraft to the lessee without any accompanying crew, maintenance, insurance, or operating licenses.
Under this arrangement, the lessee assumes full operational control and responsibility, including the
provision of the necessary crew, maintenance of the aircraft, and procurement of all requisite licenses
and regulatory approvals. Unlike a wet lease, where the lessor retains significant control over the
operational aspects, a dry lease transfers the full spectrum of operational duties to the lessee.
This arrangement offers airlines greater flexibility in managing their operations, allowing them to tailor
flight schedules, routes, and other operational parameters according to their specific business needs.
However, this autonomy also demands substantial resources and expertise from the lessee, as they must
ensure compliance with all regulatory requirements, maintain the aircraft to the highest safety standards,
and manage the crew and operational logistics independently.
In our case, we have successfully registered an aircraft under our company’s name, operating it under
our NSOP approval. This structure allows us complete control over all operational aspects, including
flight plans, Air Traffic Control (“ATC”) approvals, and other critical operational decisions. By having
full autonomy over these aspects, we are able to exercise greater control over cost items, thereby
enhancing our operational efficiency and profitability. Unlike wet leases/quasi charter model, where the
lessee's role is more limited, our dry lease arrangement empowers us to optimize our operations, aligning
them with our strategic objectives and market demands.
The dry lease model is particularly advantageous for operators looking to expand their fleet without the
immediate burden of acquiring aircraft outright, while still maintaining full operational control. It allows
for greater strategic flexibility and cost management, making it a preferred choice for airlines with the
necessary resources and expertise to manage their own operations comprehensively.
B. Wet Lease / Quasi Charter
A wet lease / quasi charter in the context of aircraft leasing refers to an arrangement wherein an airline
(the lessee) leases an aircraft from another airline or leasing company (the lessor), with the lessor
providing not only the aircraft itself but also the crew, maintenance, fuel, salaries, insurance, and
necessary operating licenses. Under this arrangement, the lessee essentially acts as a quasi-charter
operator, focusing primarily on the marketing and commercial aspects of the operation, while the lessor
retains significant control over the operational aspects of the flight, including flight dispatch planning,
overflying permissions, and other essential regulatory permissions.
In this model, the lessor bears the majority of the operational risks and responsibilities, making this a
highly structured and regulated operation. The lessee, while benefiting from the operational readiness
and support provided by the lessor, has limited autonomy over the day-to-day operations of the leased
aircraft. This structure is particularly advantageous for airlines that require additional capacity on a short-
term basis or for those looking to enter new markets without the immediate need for investing in new
aircraft and crew.
This lease offers limited operational control and autonomy to the lessee, who must adhere to the
operational protocols and standards set by the lessor. Consequently, while wet leases offer a turnkey
157solution for airlines needing immediate capacity, they also come with higher operational costs and less
flexibility compared to other leasing arrangements such as dry leases, where the lessee assumes full
operational responsibility.
FLEET AND AIRCRAFT DETAILS
Our fleet of aircraft, each selected for their performance, reliability, and comfort are meticulously maintained to
the highest industry standards, ensuring safety and dependability on every journey. The configuration of our
aircraft maximizes comfort and efficiency, providing an environment conducive to both relaxation and business
productivity.
A. Dry Lease Arrangements
Model Manufacturer Brief Registry Validity of Name & Address of Lessor
Name Serial Number Description Lease
(MSN)
Embraer 14501038 EMB-135 VT-SSR 18/12/2028 Name: A lessor based in
Legacy (Legacy Hong Kong*
600 600) Address: Room 1301-07,13th
Floor, Lippo Sun Plaza, 28
Canton Road, Tsim Sha Tsui,
Kowloon, Hong Kong
* As the information is sensitive to our business and operations, we cannot disclose the name of aircraft lessor with whom we have
entered into lease agreement. However, investors can inspect this information at the company's registered office on all working
days within working hours.
Embraer Legacy 600
Our fleet under dry lease arrangement includes a 13 seater Embraer Legacy 600 aircraft bearing Indian
registration mark VT-SSR. The Embraer Legacy 600 is a business jet derivative of the Embraer ERJ
family. It is a large cabin aircraft renowned for its comfort and performance. This jet features a spacious
three-zone cabin layout, allowing passengers to enjoy separate areas for relaxation, work, and dining.
With its luxurious interiors, advanced technology, and ample baggage capacity, the Embraer Legacy 600
is an ideal choice for long-distance travel, offering premium in-flight experience. Currently on dry lease,
this aircraft reflects our commitment to providing top-tier luxury and reliability for our clients.
Set forth are general details of our Embraer Legacy 600 aircraft:
General Characteristics:
Crew: 3/4 persons (2 flight crew + 1/2 cabin crew)
Capacity: 13 passengers
Empty Weight: 12,500 kgs
Maximum Take-off Weight: 22,500 kgs
Powerplant: 2 x Rolls-Royce AE 3007A1E
Performance:
Cruise Speed: 834 km/hour
Range: 2805 nm (5200 kms)
Service Ceiling: 41,000 ft
Rate of Climb: 2300 ft/min
Endurance: 6.5 hour
158B. Wet Lease Arrangements
Under the wet lease arrangement, we have entered into an aircraft charter service agreement with two
different international operators of business jets to use the aircrafts from their fleet for the requirements
of our clientele. These aircraft types include business jets belonging to Dassault Falcon 2000, Bombardier
Challenger 605, Bombardier Global 6000 or any equivalent aircraft. Under this arrangement, we pay a
fixed operational advance and an applicable charter price as per the trip made.
BUSINESS MODEL
Our business model is built around providing flexible, cost-efficient, and client-centric private air-chartering
services to a diverse clientele, including HNIs, UHNIs, and corporate clients across domestic and international
destinations. By offering a wide range of customized solutions, we allow our clients to experience the benefits of
private jet ownership without the burdens of maintenance, management, and high capital investment.
Domestic Travel
Our private air-chartering services provide efficient and reliable solutions for domestic travel across India.
Catering with luxury and exclusive business class travel, we offer access to a wide network of airports, including
tier 1 cities like Mumbai, Delhi, Chennai, Hyderabad, Bangalore and Ahmedabad and tier 2 cities like Vadodara,
Jaipur, Coimbatore, Tuticorin, Cochin, Bhubaneshwar, Vishakhapatnam, Thiruvananthapuram, Calicut, Mysore
and Guwahati, amongst other, within India. With flexible scheduling and seamless operations, our services are
designed to meet the specific requirements of clients while maintaining the highest standards of safety, comfort,
and privacy.
The combination of aircrafts equipped with amenities and our commitment to operational excellence allows us to
redefine domestic travel in India, whether flying to a bustling metropolitan hub or a remote destination.
International Travel
We specialize in providing private jet services for international travel, offering a streamlined and efficient solution
for discerning clients. Our fleet can connect to major global destinations with ease and precision. Whether for
business or leisure, our services are designed to ensure that every aspect of international travel is handled with the
utmost professionalism and attention to detail.
We have successfully flown clients to a diverse range of destinations across the globe, spanning all six continents.
From the far east to Japan, the middle east countries, and the easternmost regions of New Zealand, to the Arctic
boundaries of Europe and the United States of America, and as far-reaching as Mauritania in Africa, our services
cater to the most demanding and far-flung itineraries. To enhance travel experience, we facilitate smooth customs
and immigration processes, minimizing waiting time and ensuring a seamless journey from departure to arrival.
159We have strategic arrangements with international lessors, enabling us to accommodate specific travel
requirements and provide flexibility in aircraft selection. These capabilities, coupled with our commitment to
safety, discretion, and operational excellence, make us the trusted choice for international private jet travel.
OUR BUSINESS OPERATIONS
Our primary focus is on providing luxury and business-class private air-chartering services to a diverse range of
clients. Our service portfolio is designed to cater to the distinct needs of travellers, offering flexibility, efficiency,
and luxury. We operate a fleet of three aircraft, each equipped with the latest technology and amenities to ensure
seamless travel experience.
Flight Activation Process Flow:
The process is designed to ensure seamless private jet operations from initial client engagement to final flight
execution. In which, process begins when a client initiates a charter enquiry, either via phone or email or through
sales agents. This is the initial step where the client expresses interest in booking a charter flight. Once the enquiry
is received, the availability of the aircraft is checked with the operations team. This ensures that the flight can be
accommodated based on the aircraft's current schedule and resources. Following this, the availability of the aircraft
is verified by the operations team to further confirm the feasibility of the flight on the required dates. Once aircraft
availability is established, the team proceeds to confirm charter schedules with the client, ensuring that their travel
needs align with operational capabilities. At this stage, discussions regarding specific sectors and routes are held
with the captain to optimize flight planning. This is an important operational step, as it helps define the specific
flight path, which includes both departure and arrival locations, and any necessary steps.
Following this, the CEO's approval for commercial aspects is sought, which is vital for maintaining compliance
and operational integrity. Once approved, a detailed quotation is prepared and sent to the client, outlining costs
and services. Upon receiving confirmation from the client, payment formalities are initiated, where the client
proceeds with making the payment for the flight. Once the payment is received, the accounts team is notified, and
an acknowledgment of payment is confirmed. This acknowledgment serves as an internal checkpoint, ensuring
that the financial aspect of the transaction has been completed and recorded.
160The next steps involve notifying the flight schedule to the client , providing them with the finalized details of the
flight and simultaneously, the flight schedule is also sent to CEO, and Director of Flight Operations (DFO). The
DFO then allocates operating crew members based on availability and announces this schedule to them. It is
essential that crew members confirm their availability to ensure that all operational requirements are met without
delays.
The DFO allocates the operating crew members who will be responsible for flying the charter. Once the crew is
assigned, the schedule is announced to the operating crew to make sure they are aware of their responsibilities for
the upcoming flight. Following this, the availability of the operating crew is checked to ensure they are ready and
able to perform their duties. After confirming their availability, this information is relayed back to the DFO to
ensure all necessary crew members are in place. Once crew availability is confirmed, the DFO communicates the
flight schedule to other critical teams, including technical support, operations, and the Chief Safety Officer (CSO).
This collaborative approach ensures that all departments are synchronized and prepared for the upcoming flight.
As part of final preparations, sharing the flight brief to the client, which outlines essential details about their
journey and an activation email is sent to the airport ground handlers, informing them about the incoming flight
so that they can make necessary arrangements for its arrival and departure. Another key step involves mailing the
parking slots and securing permission. This ensures that the aircraft will have a designated parking space at the
destination airport and that all necessary permissions are in place for the flight to proceed without delay. As part
of pre-flight safety procedures, a doctor is informed to conduct the breath analyzer test for the crew, ensuring that
they meet the required health and safety standards.
This detailed process ensures that all operational, commercial, and compliance aspects are thoroughly addressed
to provide a seamless charter experience for clients. Each step is meticulously planned to prioritize safety,
efficiency, and client satisfaction.
KEY OPERATIONAL METRICS
Following is the breakup of domestic and international flying hours:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Hours % of total Hours % of total Hours % of total
flying hours flying hours flying hours
Domestic flying hours 788:08 30.31% 320:32 21.57% 147:37 28.26%
International flying hours 1811:53 69.69% 1165:36 78.43% 374:41 71.74%
Total flying hours 2600:01 100.00% 1486:08 100.00% 522:18 100.00%
Following is the breakup of domestic and international destinations touched:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Domestic destinations touched 125 110 58
International destination touched 215 191 39
Total flying hours 340 301 97
Following is the breakup of revenue from domestic travel operations and international travel operations:
(₹ in lakhs, except ratios)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount % of total Amount % of total Amount % of total
revenue revenue revenue
Revenue from domestic 4,466.58 23.04% 1,464.49 13.75% 663.88 19.46%
travel
Revenue from 14,922.98 76.96% 9,184.20 86.25% 2,746.83 80.54%
international travel
Total Revenue from 19,389.56 100.00% 10,648.69 100.00% 3,410.72 100.00%
Operations
161Following is break-up of revenue from aircraft under dry lease arrangement and wet lease arrangements :
(₹ in lakhs, except ratios)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount % of total Amount % of total Amount % of
revenue revenue total
revenue
Revenue from aircraft under
4,466.58 23.04% 1,009.62 9.48% - -
dry lease arrangement
Revenue from aircraft under
14,922.98 76.96% 9,639.07 90.52% 3,410.72 100.00%
wet lease arrangement
Total Revenue from
19,389.56 100.00% 10,648.69 100.00% 3,410.72 100.00%
Operations
Following is break-up of revenue based on services provided to ultra-high net worth or high net worth clients and
corporate clients
(₹ in lakhs, except ratios)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount % of total Amount % of total Amount % of total
revenue revenue revenue
Revenue from
1,069.55 5.52% 560.37 5.26% 444.03 13.02%
UHNIs/HNIs clients
Revenue from Corporate
18,320.01 94.48% 10,088.32 94.74% 2,966.69 86.98%
clients
Total Revenue from
19,389.56 100.00% 10,648.69 100.00% 3,410.72 100.00%
Operations
Following is break-up of revenue based on services provided to first time service user clients and repetitive service
user clients
(₹ in lakhs, except ratios)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount % of total Amount % of total Amount % of total
revenue revenue revenue
Revenue from first time
2,081.80 10.74% 466.30 4.38% 371.97 10.91%
service user clients
Revenue from repetitive
17,307.76 89.26% 10,182.39 95.62% 3,038.75 89.09%
service user clients
Total Revenue from
19,389.56 100.00% 10,648.69 100.00% 3,410.72 100.00%
Operations
Following is contribution of top ten customers in our revenue from operations for last three financial years:
(₹ in lakhs, except ratios)
Name of Fiscal 2025 Fiscal 2024 Fiscal 2023
Customer Amount % Amount % Amount %
Customer 1 7,863.08 40.55% 4,807.91 45.15% 1,574.40 46.16%
Customer 2 7,059.90 36.41% 4,376.29 41.10% 1,148.31 33.67%
Customer 3 1,389.68 7.17% 640.24 6.01% 169.49 4.97%
Customer 4 713.69 3.68% 93.22 0.88% 113.5 3.33%
Customer 5 529.71 2.73% 71.29 0.67% 80.07 2.35%
Customer 6 396.45 2.04% 59.96 0.56% 73.83 2.16%
Customer 7 167.62 0.86% 57.58 0.54% 65.00 1.91%
Customer 8 127.65 0.66% 54.35 0.51% 63.56 1.86%
Customer 9 94.85 0.49% 53.39 0.50% 53.39 1.57%
Customer 10 86.91 0.45% 46.19 0.43% 50.41 1.48%
162Following is contribution of top ten suppliers in our direct operating expenses and entry into service cost for last
three financial years:
(₹ in lakhs, except ratios)
Name of Fiscal 2025 Fiscal 2024 Fiscal 2023
supplier Amount % Amount % Amount %
Supplier 1 5,562.39 38.39% 3,917.60 43.86% 1,443.61 51.78%
Supplier 2 4,814.71 33.23% 3,605.53 40.36% 1,058.22 37.95%
Supplier 3 1,125.90 7.77% 309.57 3.47% 129.50 4.64%
Supplier 4 654.52 4.52% 239.95 2.69% 55.11 1.98%
Supplier 5 360.50 2.49% 130.00 1.46% 34.97 1.25%
Supplier 6 314.16 2.17% 91.23 1.02% 10.88 0.39%
Supplier 7 214.98 1.48% 77.23 0.86% 9.50 0.34%
Supplier 8 194.58 1.34% 49.94 0.56% 6.25 0.22%
Supplier 9 159.16 1.10% 46.14 0.52% 5.00 0.18%
Supplier 10 156.00 1.08% 41.49 0.46% 4.17 0.15%
QUALITY AND SAFETY STANDARDS
Our company ensures compliance as per applicable DGCA guidelines by having the DGCA approved in-house
continuing air-worthiness management exposition with its own quality department, as per the applicable standards
specified by the DGCA to ensure safe operations and air worthiness of aircraft. Our skilled, motivated and trained
and certified resources who ensure the standards are met. We maintain a quality system designed to ensure the
continuing airworthiness of its fleet. The system is maintained by a continuing airworthiness quality policy, which
sets the framework for maintaining aircraft safety and reliability. This policy is further detailed in the continuing
airworthiness quality plan and audit procedures, which outline the specific processes for auditing and ensuring
compliance with regulatory standards.
To enforce these standards, a quality audit plan is implemented, ensuring regular and thorough reviews of all
airworthiness activities. The quality audit procedure defines how these audits are conducted, while the quality
audit remedial action procedure establishes a systematic approach to addressing and rectifying any findings or
deficiencies identified during audits.
We also focus on monitoring continuing airworthiness management activities, ensuring that aircraft maintenance
and airworthiness tasks are performed in compliance with applicable regulations. The effectiveness of the
management program is continuously assessed through routine monitoring to ensure long-term reliability and
safety. A critical aspect of our quality system is the monitoring of maintenance activities, confirming that all
aircraft maintenance is carried out by appropriate and certified maintenance organizations. Additionally,
monitoring of contracted maintenance ensures that subcontractors comply with contractual agreements, including
those used by the primary maintenance contractor.
The quality system is supported by trained audit personnel who are qualified through specialized programs. These
programs cover essential areas such as Civil Aviation Requirements - Continuing Airworthiness Requirements
(CAR M), Civil Aviation Requirements - Approval of Maintenance Organizations (CAR – 145), human factors,
aircraft familiarization, and safety management systems, ensuring that the audit team is well-equipped to maintain
the highest standards of airworthiness and safety in the private jet sector.
HUMAN RESOURCES
As of March 31, 2025, our Company has 22 permanent employees and has engaged 2 persons on retainership
basis, details of which are set forth below:
163Department of Company Nos. of Employees
(including retainers)
Senior management and KMPs 4
Operations support including CAMO 15
Admin and general staff 2
Accounts 2
Sales and Marketing 1
Total 24
We believe that our employees are the cornerstone of our business. We focus on keeping our personnel motivated
through industry competitive remuneration and continuous skill enhancement via regular training programs. Our
team consists of 22 permanent employees and has engaged 2 persons on retainership basis, including 4
experienced and qualified pilots and 4 cabin crew. Our team comprises of 2 personnel for Continuing
Airworthiness Management Organization (CAMO). We believe the flying experience of our pilots are substantial
and are well-trained to operate the aircraft present in our fleet. We adhere strictly to the DGCA’s Flight Duty
Time Limit (FDTL) regulations, which are closely monitored to prevent pilot fatigue and maintain the highest
safety standards. Employees of our Company are not members of any labour union. We have not experienced any
labour strikes or work stoppages since our inception.
INFORMATION TECHNOLOGY
Information technology is an essential element of our business infrastructure. We invest in information technology
as its use lowers operational costs, enables scalable operations, improves efficiency, reduces business continuity
risks and enables a secure enterprise. We use CAMP for flight maintenance, PPS software for flight scheduling,
Jeppesen for navigation solution and information and Tally ERP for accounting and financial management.
INSURANCE
Our Company has secured adequate insurance coverage for Embraer Legacy 600 which is operated under dry
lease model. For the aircraft operated under wet lease model, all insurance and related cost are borne by the lessor
under the aircraft charter service agreement. Apart from the aircraft, we have also obtained other insurance such
as loss of license insurance for flight crew, workmen compensation insurance, Directors’ and Officers’ liability
insurance and Udyam Soorakhsa insurance. We believe that our insurance coverage is in accordance with industry
norms, including the terms of the coverage provided by such insurance and is reasonably sufficient to cover all
the anticipated risks associated with our operations.
INTELLECTUAL PROPERTY
As on the date of this Prospectus, our Company has applied for registration of the following intellectual properties
with the Registrar of Trademarks under the Trademarks Act, 1999:
Trademark Type of Mark Applicatio Class of Date of Status
n No. Registratio Application
n
FLYSBS AVIATION November 25, Formalities Check
Word Mark 6725562 35
(WORD) 2024 Passed
FLYSBS AVIATION November 25, Formalities Check
Word Mark 6725563 39
(WORD) 2024 Passed
November 25, Formalities Check
Device Mark 6725564 35
2024 Passed
164Trademark Type of Mark Applicatio Class of Date of Status
n No. Registratio Application
n
November 25, Formalities Check
Device Mark 6725565 39
2024 Passed
Our Company has also registered the ‘https://sbsaviation.in/’ domain name on which we host our website.
For further information on the intellectual property of our Company, see “Government and Other Statutory
Approvals” on page 249 and “Risk Factors” on page 30.
COMPETITION
Our competition varies by market, geographic areas and type of services offering. As a result, to remain
competitive in our markets, we must continuously strive to reduce our costs, expand our fleets and service
offerings, improve our operating efficiencies and onboard Bespoke quality of service by our well trained flight
crew. We face competition from various small and large players in the industry. These players may have similar
or better financial resources, fleet, market penetration, service offerings, flight crew and operations in diversified
geographies and portfolios, which may allow them to better respond to market trends.
Currently, private jet industry market in India has 125 non-scheduled operators as of June 30, 2025 (source:
DGCA website). The growth of NSOP holders at a CAGR of 3% from FY19-FY24 is largely attributed to
increasing demand for private charter aviation services. Additionally, the expanding base of high-net-worth
individuals (HNWIs) and the rise of corporate executives seeking efficient and time-saving travel options have
contributed to the steady growth in NSOP operators. Some of the prominent players in NSOP market includes
Reliance Commercial, Air Charter Service, Poonawalla Aviation, Karnavati Aviation, A R Aviation, GMR
Aviation, Mytri Aviation, Ventura Air Connect, VSR Ventures, Indo Pacific Aviation and Redbird Airways,
amongst others. (source: CareEdge Report)
PROPERTIES
Set out below are details of our properties as of the date of this Prospectus:
Sr Particulars Address Type of Lease Name of
No property Expiry Lessor
(owned / rented)
1 Registered Plot no. 16 (NP), 3rd Floor, Indiqube
Innovent
Office Palmyra, SIDCO Industrial Estate, Leased under Decembe
Spaces
Ekkatuthangal, Guindy, Chennai, service r 15,
Private
Chennai City Corporation, Tamilnadu agreement 2026
Limited
- 600032, India
SALES & MARKETING
Our strategic sales and marketing initiatives are the cornerstone of our business growth, underpinned by extensive
industry expertise and strong relationships within the luxury sector. A pivotal element of our success lies in the
deep industry experience and market insights of our leadership team, which have been instrumental in shaping a
marketing strategy tailored to meet the needs and expectations of high-net-worth individuals and corporate clients.
This alignment ensures our approach resonates with our target audience, driving sustained growth and brand
loyalty.
We have an in-house team for sales and marketing which is directly supervised by our CEO, Ambashankar. This
team is also responsible for initiation of leads, negotiation, procuring repeat clients and ensuring strong
relationship. This team also provide personalized support, ensuring that client needs are met with efficiency and
165precision.
We are member of “National Business Aviation Association” and “Business Aircraft Operators Association”
which strengthens our industry connections and enhances credibility, providing valuable opportunities for
networking and market insights. We often source enquiries and new clients from the members of these business
associations. Apart from this, our past service history along with marketing efforts to target customers has created
the visibility amongst our target group of clientele. Once the client contacts our sales team, we arrange the air
chartering services based on the specific requirements of the client. We also benefit from the experience of our
management in serving large corporate groups, HNIs and UHNIs clients. We also cater to various travel agents
and charter broker entities who desires to source air chartering services for their clients. While we generally do
not enter into fixed long term air chartering services agreement with our clients, we believe that our existing and
past clients acts as ambassador of our services by referring our services in their network, which benefits our
Company to receive steady stream of inquiry for air chartering services from new clients.
Our marketing strategy is designed to position "FlySBS" as a premier luxury brand synonymous with exclusivity,
flexibility, and exceptional client experience. This will be achieved through targeted brand-building initiatives,
including high-end placements in luxury magazines, lifestyle publications, and sponsorship of exclusive events.
A significant digital presence is central to our approach, leveraging search engine optimisation, pay-per-click
campaigns, and dynamic social media engagement to enhance visibility and reach. Our website serves as key
marketing platform to market our services and we intend to leverage the same to enhance our digital presence and
reach to our existing as well as potential clients.
CORPORATE SOCIAL RESPONSIBILITY
We firmly believe in the importance of Corporate Social Responsibility (“CSR”) and we are committed towards
our duty to enhance social, economic, and environmental welfare. Our CSR policy is following the requirements
of the Companies Act, 2013 and the rules framed thereunder. Our CSR activities are monitored by the CSR
committee of our Board. For details of the terms of reference of CSR committee, see “Our Management” on page
177.
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166KEY INDUSTRIAL REGULATIONS AND POLICIES
The following description is a summary of certain key regulations in India which are applicable to the business
and operations of our Company. The information detailed in this section has been obtained from publications
available in public domain. The description of laws and regulations set forth below may not be exhaustive and is
only intended to provide general information to the investors and are neither designed nor intended to substitute
for professional legal advice. The information in this section is based on the current provisions of applicable laws
in India that are subject to change or modification by subsequent legislative, regulatory, administrative or judicial
decisions.
For details of regulatory approvals obtained by us in compliance with the applicable regulations, see
“Government and Other Approvals” on page 249 of this Prospectus.
A. Key Regulations governing our Business
Aircraft Rules, 1937 (“Aircraft Rules”)
The Aircraft Rules provide for the registration and marking of the aircraft, licensing of aircraft personnel
and aerodromes, safety conditions, provision of certificate of airworthiness and other regulatory
provisions concerning 173 the operation and maintenance of aircraft. The Directorate General of Civil
Aviation (“DGCA”) is the competent authority for providing the above mentioned license and approvals.
The DGCA is the regulatory body in the field of Civil Aviation primarily responsible for regulation of
air transport services to/from/within India and for enforcement of civil air regulations, air safety and
airworthiness standards.
The Carriage by Air Act, 1972 (“Carriage by Air Act”)
The Carriage by Air Act was enacted to give effect to the Convention for the unification of certain rules
relating to international carriage by air signed at Warsaw on the 12th day of October, 1929 and to the
said Convention as amended by the Hague Protocol on the 28th day of September, 1955 and also to the
Montreal Convention signed on the 28th day of May, 1999, this act is applicable to India citizens involved
in domestic carriage by air and in international carriage by air, irrespective of nationality of aircraft
performing the carriage.
The Carriage by Air act sets out the limit up to which a carrier is absolutely liable for damage/ death/
bodily injury sustained in course of Air travel on board in carrier and in course of any operations of
embarking/disembarking in context of passenger. The act also established a ‘Per kilogram’ limit of
liability for personal baggage (Checked in, hand) and air freight cargo to which carrier is absolutely
liable.
The Airports Authority of India Act, 1994
A statute creating the Airports Authority of India (“AAI”), and providing for the administration and
cohesive management of aeronautical communication stations, airports, and civil enclaves where air
transport services are operated or are intended to be operated
In addition to the above enactments and the Aircraft Rules, air transport services in India are governed
by other rules, including:
• The Indian Aircraft (Public Health) Rules, 1954;
• The Aircraft (Demolition of Obstructions Caused by Buildings, Trees, etc.) Rules, 1994;
• The Aircraft (Carriage of Dangerous Goods) Rules, 2003;
• The Aircraft (Security) Rules, 2011; and
• The Aircraft (Investigation of Accident & Incidents) Rules, 2012.
167Bureau of Civil Aviation of Security, 1987
It’s a regulatory authority under the Ministry of Civil Aviation controlling and managing all the security
aspects of civil aviation including laying down aviation security standards in accordance with Annexure-
17 to Chicago Convention of ICAO for airport operators, airline operators and their security agencies
responsible for implementing AVSEC (Aviation Security) measures.
B. Intellectual Property Laws
The Trade Marks Act, 1999 (the “Trade Marks Act”)
The Trade Marks Act provides for the application, registration and protection of trademarks in India. The
Trade Marks Act provides exclusive rights to the use of trademarks such as, brands, labels and headings
that have been registered and to provide relief in case of infringement of such marks. The Trade Marks
Act prohibits any registration of deceptively similar trademarks. The Trade Marks Act also provides for
penalties for infringement and for falsifying and falsely applying trademarks and using them to cause
confusion among the public.
Our Company has obtained and applied for trademark registrations for the various brands and logos used
in our business which are subject to the provisions of the Trade Marks Act, 1999.
The Copyright Act, 1957 (the “Copyright Act”)
The Copyright Act provides for registration of copyrights, assignment and licensing of copyrights, and
protection of copyrights, including remedies for infringement. The Copyright Act protects original
literary, dramatic, musical or artistic works, cinematograph films, and sound recordings. In the event of
infringement of a copyright, the owner of the copyright is entitled to both civil remedies, including
damages, accounts and injunction and delivery of infringing copies to the copyright owner, and criminal
remedies, including imprisonment and imposition of fines and seizure of infringing copies. Copyright
registration is not mandatory under the Copyright Act for acquiring or enforcing a copyright, however,
such registration creates a presumption favouring ownership of the copyright by the registered owner.
The Patents Act, 1970 (the “Patent Act”)
The purpose of the Patent Act in India is to protect inventions. Patents provide exclusive rights to the
owner of a patent to make, use, exercise, distribute and sell a patented invention. The patent registration
confers on the patentee the exclusive right to use, manufacture and sell his invention for the term of the
patent. An application for a patent can be made by (a) person claiming to be the true and first inventor of
the invention; (b) person being the assignee of the person claiming to be the true and first invention in
respect of the right to make such an application; and (c) legal representative of any deceased person, who
immediately before his death was entitled to make such an application. Penalty for contravention of the
provisions of the Patents Act include imposition of fines or imprisonment or both.
C. Corporate and Commercial Laws
Companies Act, 2013
The Companies Act primarily regulates the formation, financing, functioning and restructuring of a
separate legal entity as companies. The Act provides regulatory and compliance mechanism regarding
relevant aspects, including organizational, financial and managerial aspects of companies. The provisions
of the Companies Act state the eligibility, procedure and execution of various functions of a company,
the relation and action of the management and that of the shareholders. The Companies Act lays down
transparency, corporate governance and protection of shareholders and creditors. The Companies Act
plays the balancing role between these two competing factors, namely, management autonomy and
investor protection.
168Competition Act, 2002
The Competition Act, 2002 came into effect on June 1, 2011 and has been enacted to “prohibit anti-
competitive agreements and abuse of dominant positions by enterprises” and regulates “combinations”
in India. The Competition Act also established the Competition Commission of India (the “CCI”) as the
authority mandated to implement the Competition Act. The Competition Act prohibits combinations
which are likely to cause an appreciable adverse effect on competition in a relevant market in India. The
CCI may enquire into all combinations, even if taking place outside India, or between parties outside
India, if such combination is likely to have an appreciable adverse effect on competition in India.
Indian Contract Act, 1872
The Indian Contract Act codifies the way we enter into a contract, execute a contract, implementation of
provisions of a contract and effects of breach of a contract. The Contract Act consists of limiting factors
subject to which contracts may be entered into, executed and breach enforced. It determines the
circumstances in which promises made by parties to a contract will be legally bound by them.
Negotiable Instruments Act, 1881
In India, any negotiable instrument, such as cheques are governed by the Negotiable Instruments Act.
Section 138 of the Negotiable Instruments Act, makes dishonor of cheques a criminal offence if the
cheque is dishonored on the ground of insufficiency of funds in the account maintained by a person who
draws the cheque, which dishonour is punishable with imprisonment as well as fine.
The Registration Act, 1908 (“Registration Act”)
The Registration Act was passed to consolidate the enactments relating to registration of documents. The
main purpose for which the Registration Act was designed was to ensure information about all land deals
were registered so that correct land records could be maintained. The Registration Act is used for proper
recording of transactions relating to certain immovable property also. The Registration Act also provides
for registration of certain documents also, which can give these documents more authenticity.
The Arbitration and Conciliation Act, 1996
This Arbitration and Conciliation Act was enacted by the Parliament in the Forty-seventh Year of the
Republic of India to consolidate and amend the law relating to domestic arbitration, international
commercial arbitration and enforcement of foreign arbitral awards as also to define the law relating to
conciliation.
The Insolvency and Bankruptcy Code, 2016
The Insolvency and Bankruptcy Code, 2016 deals with insolvency of individuals, unlimited liability
partnerships, Limited Liability Partnerships (LLPs) and companies. The Insolvency Regulator (The
Insolvency and Bankruptcy Board of India) has been established to exercise regulatory oversight over
(a) Insolvency Professionals, (b) Insolvency Professional Agencies, and (c) Information Utilities.
Information Technology Act, 2000
The Information Technology Act, 2000 (also known as ITA-2000, or the IT Act) is an act of the Indian
Parliament (No 21 of 2000) notified on October 17, 2000. It is the primary law in India dealing with
cybercrime and electronic commerce. Secondary or subordinate legislation to the IT Act includes the
Intermediary Guidelines Rules 2011 and the Information Technology (Intermediary Guidelines and
Digital Media Ethics Code) Rule, 2021.
The ITA-2000 provides a legal framework for electronic governance by giving recognition to electronic
records and digital signatures. It also defines cyber-crimes and prescribes penalties for them. If a crime
involves a computer or network located in India, persons of other nationalities can also be indicted under
169the law. The ITS-2000 directed the formation of a Controller of Certifying Authorities to regulate the
issuance of digital signatures. It also established a Cyber Appellate Tribunal to resolve disputes arising
from this law.
D. Foreign Investment Regulations
The foreign investment in India is governed, among others, by the Foreign Exchange Management Act,
1999, the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 (“FEMA Rules”)
and the consolidated FDI policy (effective from October 15, 2020) issued by the Department for
Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India
(earlier known as the Department of Industrial Policy and Promotion (“FDI Policy”), each as amended.
On October 17, 2019, the RBI enacted the Foreign Exchange Management (Mode of Payment and
Reporting of Non-Debt Instruments) Regulations, 2019, which, among others, regulates the mode of
payment and remittance of sale proceeds. The FDI Policy and the FEMA Rules, inter alia, prescribe the
method of calculation of total foreign investment (i.e., direct foreign investment and indirect foreign
investment) in an Indian companies depending on the sector in which the company operates.
Foreign Trade (Development and Regulation) Act, 1992 (“FTDRA”), the Foreign Trade
(Regulation) Rules, 1993 (“FTRR”) and the Foreign Trade Policy 2023 (“Foreign Trade Policy”)
The FTDRA provides for development and regulation of foreign trade by facilitating imports into, and
augmenting exports from, India. The FTDRA empowers the Central Government to formulate and amend
the foreign trade policy. The FTDRA prohibits any person from making an import or export except under
an Importer-exporter Code Number (“IEC”) granted by the director general or any other authorised
person in accordance with the specified procedure. The IEC may be suspended or cancelled if the person
who has been granted such IEC contravenes, amongst others, any of the provisions of the FTDRA, or
any rules or orders made thereunder, or the foreign policy or any other law pertaining to central excise
or customs or foreign exchange. The FTDRA also prescribes the imposition of penalties on any person
violating its provisions. The FTRR prescribes the procedure to make an application for grant of a license
to import or export goods in accordance with the foreign trade policy, the conditions of such license, and
the grounds for refusal of a license. The FTDRA empowers the Central Government to, from time to
time, formulate and announce the foreign trade policy. The Foreign Trade Policy came into effect in on
and from April 1, 2013 and requires all importers and exporters to obtain an IEC. Further, pursuant to
the policy, the Director General of Foreign Trade may impose prohibitions or restrictions on the import
or export of certain goods, for reasons including the protection of public morals, protection of human,
animal or plant life or health, and conservation of national resources. The Foreign Trade Policy also
prescribes restrictions on imports or exports in relation to specific countries, organisations, groups,
individuals or products. The Foreign Trade Policy also provides for various schemes, including the export
promotions capital goods scheme and duty exemption/remission schemes. India’s current Foreign Trade
Policy, 2013envisages helping exporters leverage benefits of GST, closely monitoring export
performances, increasing ease of trading across borders, increasing realization from India’s agriculture-
based exports and promoting exports from MSMEs and labour-intensive sectors.
E. Laws Relating to Employment
Our operations are subject to compliance with certain additional labour and employment laws in India.
These include, but are not limited to, the following:
• The Child Labour (Protection and Prohibition) Act, 1986
• The Contract Labour (Regulation & Abolition) Act, 1970
• The Employees Compensation Act, 1923
• The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952
• The Employees’ State Insurance Act, 1948
• The Equal Remuneration Act, 1976
• The Maternity Benefit Act, 1961
• The Minimum Wages Act, 1948
• The Payment of Bonus Act, 1965
• The Payment of Gratuity Act, 1972
170• The Payment of Wages Act, 1936
• The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.
In order to rationalize and reform labour laws in India, the Government has enacted the following codes:
The Code on Wages, 2019
The Code on Wages, 2019 received the assent of the President of India on August 8, 2019 and proposes
to subsume four existing laws namely, the Payment of Wages Act, 1936, the Minimum Wages Act, 1948,
the Payment of Bonus Act, 1965 and the Equal Remuneration Act, 1976.
The Occupational Safety, Health and Working Conditions Code, 2020
The Occupational Safety, Health and Working Conditions Code, 2020 received the assent of the
President of India on September 28, 2020 and proposes to subsume certain existing legislations, including
the Factories Act, 1948, the Contract Labour (Regulation and Abolition) Act, 1970, the Inter-State
Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979 and the
Building and Other Construction Workers (Regulation of Employment and Conditions of Service)
Act, 1996. The provisions of this Code was brought into effect on September 28, 2020. The Code
provides for safety, health and working conditions of dock workers, building or other construction
workers, mines workers, inter-state migrant workers, contract labour, journalists, audio-visual workers
and sales promotion employees.
The Industrial Relations Code, 2020
The Industrial Relations Code, 2020 received the assent of the President of India on September 28, 2020
and it proposes to subsume three existing legislations, namely, the Industrial Disputes Act, 1947, the
Trade Unions Act, 1926 and the Industrial Employment (Standing Orders) Act, 1946. The provisions of
this Code will be brought into force on a date to be notified by the GoI.
The Code on Social Security, 2020
The Code on Social Security, 2020 received the assent of the President of India on September 28, 2020
and it proposes to subsume certain existing legislations including the Employee's Compensation
Act,1923, the Employees’ State Insurance Act, 1948, the Employees’ Provident Funds and
Miscellaneous Provisions Act, 1952, the Maternity Benefit Act, 1961, the Payment of Gratuity
Act, 1972, the Building and Other Construction Workers’ Welfare Cess Act, 1996 and the Unorganized
Workers’ Social Security Act, 2008. The provisions of this Code will be brought into force on a date
to be notified by the GoI. On May 5, 2021, the Ministry of Labour & Employment notified Section 142
of the Social Security Code, 2020 to cover applicability of Aaadhar. The notification of this Section
enables the Ministry of Labour and Employment to collect Aaadhar details for the database of
beneficiaries under various social security schemes. The Central Government has issued draft rules under
the Code on Social Security, 2020. The draft rules provide for operationalization of provisions in the
Code on Social Security, 2020 relating to employees’ provident fund, employees’ state insurance
corporation, gratuity, maternity benefit, social security and cess in respect of building and other
construction workers, social security for unorganized workers, gig workers and platform workers.
F. Other Applicable Laws
The Micro, Small and Medium Enterprises Development Act, 2006 (“MSMED Act”)
The MSMED Act was enacted to promote and enhance the competitiveness of Micro, Small and Medium
Enterprise (“MSME”). A National Board shall be appointed and established by the Central Government
for MSME enterprise with its head office at Delhi in the case of the enterprises engaged in the
manufacture or production of goods pertaining to any industry mentioned in first schedule to Industries
(Development and Regulation) Act, 1951. The Government, in the Ministry of Micro, Small and Medium
Enterprises has issued a notification dated June 1, 2020 revising the definition and criterion and the same
171came into effect from July 1, 2020. The notification revised the definitions of "Micro enterprise", where
the investment in plant and machinery or equipment does not exceed Rupees one crore and the turnover
does not exceed Rupees five crore; "Small enterprise", where the investment in plant and machinery or
equipment does not exceed Rupees ten crore and the turnover does not exceed Rupees fifty crores;
"Medium enterprise", where the investment in plant and machinery or equipment does not exceed Rupees
five crores and the turnover does not exceed Rupees two hundred and fifty crores.
Municipality Laws
The State governments are empowered to endow municipalities with such powers and authority as may
be necessary to enable them to perform functions in relation to permitting the carrying on of trade and
operations. Accordingly, State governments have enacted laws authorizing municipalities to regulate use
of premises, including regulations for issuance of a trade license to operate, along with prescribing
penalties for non-compliance.
Shops and Establishments Legislations
Under the provisions of local shops and establishments legislations applicable in different states,
commercial establishments must be registered. Such legislations regulate the working and employment
conditions of workers employed in shops and commercial establishments and provide for fixation of
working hours, rest intervals, overtime, holidays, leave, termination of service, maintenance of shops and
establishments and other rights and obligations of the employers and employees.
Fire Prevention Laws
State governments have enacted laws that provide for fire prevention and life safety. Such laws may be
applicable to our offices and training centres and include provisions in relation to providing fire safety
and life saving measures by occupiers of buildings, obtaining certification in relation to compliance with
fire prevention and life safety measures and impose penalties for non-compliance.
Taxation Laws
The tax related laws that are applicable to our Company include the Income-tax Act, 1961, the Central
Goods and Services Tax Act, 2017 and the relevant state legislations for goods and services tax.
Professional Tax
Professional tax is a state level tax which is imposed on income earned by way of a profession, trade,
calling or employment. At present, professional tax is imposed only in Karnataka, Bihar, West Bengal,
Andhra Pradesh, Telangana, Maharashtra, Tamil Nadu, Gujarat, Assam, Kerala, Meghalaya, Odisha,
Tripura, Madhya Pradesh, and Sikkim.
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172HISTORY AND CERTAIN CORPORATE MATTERS
Our Company was originally incorporated as “FlySBS Aviation Private Limited” a private limited company under
the Companies Act, 2013 and received a certificate of incorporation from the Registrar of Companies, Central
Registration Centre dated August 07, 2020. Subsequently, the name of our Company was changed from “FlySBS
Aviation Private Limited” to “FlySBS Aviation Limited”, consequent to conversion of our Company from private
limited company to public limited company, pursuant to special resolution passed by the shareholders of our
Company in the Extra-ordinary General Meeting held on August 31, 2024 and a fresh certificate of incorporation
consequent to change of name was issued by the Registrar of Companies, Central Registration Centre dated
October 29, 2024. The corporate identification number of our company is U62200TN2020PLC136959.
Change in registered office of our Company
The registered office of our Company at the time of incorporation was situated at Flat 101, Corner Stone
Apartments, New no 60 MMTC Colony Main Road, Nanganallur, Chennai - 600061. Pursuant to the board
meeting held on September 20, 2024, and with the consent of board of directors, the registered office was shifted
to Plot no. 16 (NP), 3rd Floor, Indiqube Palmyra, SIDCO Industrial Estate, Ekkatuthangal, Guindy Industrial
Estate, Chennai, Chennai City Corporation, Tamil Nadu – 600032, India with effect from October 1, 2024 and it
is well within the local limits of Chennai city.
Main Objects of our Company
The main objects of our Company are as follows:
1. To establish, organize, manage, run, charter, conduct, contract, develop, handle, own and operate all
types of aircrafts, air buses, aeroplanes, seaplanes, flying boats, hover crafts, helicopters and other crafts
used in air transport for the carriage of passengers, goods, mails, other items on all routes, lines on
national & international level subject to the laws in force through all sorts of carries and so on whether
propelled or any other form of power.
2. To act as booking agents, indenting agents, travel agents, fleet owners, garage owners, service station
owners, cargo superintendents, cargo owners, loading and unloading contractors, couriers, liaison,
charters, operators and to do all acts, things necessary for the attainment of the above object.
3. To assist, design, manufacture, purchase, sell, supply, repair, import, export, fabricate, erect,
commission, representative of environmental protection equipment relating to Aircraft maintenance,
services to Industries, business houses of various made available in India and abroad.
The main objects as contained in the MoA enable our Company to carry on the business presently being carried
out and the activities proposed to be undertaken pursuant to the objects of this Issue.
Amendments to the Memorandum of Association
The following amendments have been made to the Memorandum of Association of our Company since
incorporation:
Date of shareholder’s Nature of amendments
resolution
September 15, 2020 Clause V of our Memorandum of Association was amended to reflect the increase in
the authorised share capital of our Company from ₹ 14,00,000/- (Rupees Fourteen
Lakh Only) divided into 1,40,000 (One Lakh Forty Thousand) Equity Shares of ₹
10/- (Rupees Ten Only) each to ₹ 2,00,00,000/- (Rupees Two Crore- Only) divided
into 20,00,000 (Twenty Lakh) Equity shares of ₹ 10/- (Rupees Ten Only) each.
June 06, 2022 Clause V of our Memorandum of Association was amended to reflect the increase in
the authorised share capital of our Company from ₹ 2,00,00,000/- (Rupees Two
Crore- Only) divided into 20,00,000 (Twenty Lakh) Equity Shares of ₹ 10/- (Rupees
Ten Only) each to ₹ 2,30,00,000/- (Rupees Two Crore Thirty Lakh only) divided into
173Date of shareholder’s Nature of amendments
resolution
23,00,000 (Twenty Three Lakh) Equity shares of ₹ 10/- (Rupees Ten Only) each.
May 15, 2023 Clause V of our Memorandum of Association was amended to reflect the increase in
the authorised share capital of our Company from ₹ 2,30,00,000/- (Rupees Two
Crores thirty lakhs only) divided in to 23,00,000 (Twenty-Three Lakhs) Equity
Shares of ₹10/- (Rupees Ten only) each to ₹ 2,70,00,000/- (Rupees Two Crores
Seventy Lakhs only) consisting of 27,00,000 (Twenty Seven Lakhs) Equity Shares
of ₹10/- (Rupees Ten only).
November 22, 2023 Clause V of our Memorandum of Association was amended to reflect the increase in
the authorised share capital of our Company from ₹ 2,70,00,000/- (Rupees Two
Crores seventy lakhs only) divided in to 27,00,000 (Twenty-Seven Lakhs) Equity
Shares of ₹ 10/- (Rupees Ten only) each to ₹ 3,00,00,000/- (Rupees Three Crores
only) consisting of 30,00,000 (Thirty Lakhs) Equity Shares of ₹10/- (Rupees Ten
only).
January 27, 2024 Clause V of our Memorandum of Association was amended to reflect the increase in
the authorised share capital of our Company from ₹3,00,00,000/- (Rupees Three
Crores only) divided in to 30,00,000 (Thirty Lakhs) Equity Shares of ₹10/- (Rupees
Ten only) each to ₹ 5,00,00,000/- (Rupees Five Crores only) consisting of 50,00,000
(Fifty Lakhs) Equity Shares of ₹10/- (Rupees Ten only).
August 31, 2024 Clause I of the MoA was amended to change the name of the Company from ‘FlySBS
Aviation Private Limited’ to ‘FlySBS Aviation Limited’, to reflect the conversion of
our Company from a private limited company to a public limited company.
August 31, 2024 Clause V of our Memorandum of Association was amended to reflect the increase in
the authorised share capital of our Company from ₹ 5,00,00,000/- (Rupees Five
Crores only) consisting of 50,00,000 (Fifty Lakhs) Equity Shares of ₹10/- (Rupees
Ten only)to ₹25,00,00,000/- (Rupees Twenty Five Crore only) divided into
2,50,00,000 (Two Crore Fifty Lakh) Equity shares of ₹ 10/- (Rupees Ten Only) each.
Corporate profile of our Company
For details regarding the description of our Company’s activities, services, market, growth, technology,
managerial competence, standing with reference to prominent competitors, launch of key services, entry in new
geographies or exit from existing markets, major distributors and customers, segment, marketing and competition,
please refer to the chapters titled “Our Business”, “Our Management” and “Management’s Discussion and
Analysis of Financial Position and Results of Operations” on pages 152, 177 and 226 respectively, of this
Prospectus.
Major Events and Milestones
The table below sets forth some of the key events, milestones in our history since its incorporation.
Year Events
2020 Incorporation of the Company
2020 Entered into wet lease arrangement with a global lessor and commenced flight operations
2020 Started offering exclusive chartering services
2022 Undertook first international charter
2022 Achieved a base of 25 unique clientele
2023 Inducted Embraer Legacy 600 aircraft in the fleet under long term dry lease arrangement
2023 Awarded an Air Operator Permit under NSOP category from the DGCA
2023 Embarked the first international flight on Embraer Legacy 600 aircraft
2024 Achieved an annual turnover of ₹ 100.00 crore in FY24
2024 Received “Continuing Airworthiness Management Organization Approval Certificate” from the
DGCA for being in compliance with CAR-M requirements
2024 Entered into an in-principle arrangement for inducting two 13-seater aircraft on long term dry lease
arrangement with global lessors
2024 Conversion from a private limited company to a public limited company
174Awards and Accreditations
The table below sets forth some of the key awards received by our Company in its history since its incorporation.
Year Events
2024 Tamil Nadu Business Excellence Award for Best Luxury Private Jet Experience
(Presented by the SwiftNLift Media Group)
Significant financial and strategic partnerships
As of the date of this Prospectus, our Company does not have any significant financial or strategic partnerships.
Time and Cost Overrun
Our Company has not experienced any significant time and cost overrun in respect of business operations.
Defaults or Rescheduling of Borrowings with Financial Institutions/ Banks
As of date of this Prospectus, there are no defaults or rescheduling of borrowings from financial institutions or
banks or conversion of loans into equity in relation to our Company.
Details regarding material acquisition or disinvestments of business / undertakings, mergers,
amalgamation
Our Company has not made any business acquisition, merger and amalgamation or disinvestment of business in
the last one years.
Revaluation of assets
Our Company has neither revalued its assets nor has issued any Equity Shares (including bonus shares) by
capitalizing any revaluation reserves in the last ten years.
Holding Company
As on the date of this Prospectus, our Company does not have a holding company.
Subsidiaries of our Company
As on the date of this Prospectus, our Company does not have any subsidiary company
Associate or Joint ventures of our Company
As on the date of this Prospectus, our Company does not have any joint ventures or associate companies.
Strategic and Financial Partners
As on date of this Prospectus our Company does not have any strategic and financial partners.
Shareholders and Other Agreements
There are no shareholders and other material agreements, apart from those entered into in the ordinary course of
business carried on or intended to be carried on by us.
Agreements with key managerial personnel or senior management or a director or Promoters or any other
employee of the Company
There are no agreements entered into except in the ordinary course of business by a Key Managerial Personnel or
175senior management or Director or Promoters or any other employee of our Company, either by themselves or on
behalf of any other person, with any shareholder or any other third party with regard to compensation or profit
sharing in connection with dealings in the securities of our Company.
Guarantees given by Promoters offering its shares in the Offer for Sale
This is a fresh issue of Equity Shares and our Promoters are not offering their Equity Shares in this Issue.
Material Agreements
Our Company has not entered into any material agreements with strategic partners, joint venture partners and/or
financial partners, other than in the ordinary course of business of our Company. Further, There are no other
agreements/ arrangements and clauses/covenants that are material and which need to be disclosed or non-
disclosure of which may have bearing on the investment decision, other than the ones which have already been
disclosed in the offer document.
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176OUR MANAGEMENT
Our Board of Directors
As per the Articles of Association of the Company, our Company is required to have not less than 3 (three)
Directors and not more than 15 (fifteen) Directors, unless otherwise determined by our Company through a special
resolution. As on date of this Prospectus, our Board of Directors consists of 6 (six) Directors, of which 2 (two)
Directors are Executive Director and 4 (four) Directors are Non- Executive Directors (3 (three) Directors are
Independent Directors and out of which 1 (one) Director is a Woman Director). The present composition of our
Board of Directors is in accordance with the Companies Act, 2013.
Set forth below, are details regarding our Board as on the date of this Prospectus:
Sr. Name, DIN, Date of Birth, Designation, Age Other Directorships
No. Address, Occupation, Term and Nationality (years)
1 Capt. Deepak Parasuraman 56 Indian Companies
DIN: 00699855 1. Afcom Holdings Limited
Date of Birth: November 27, 1968 Foreign Companies
Designation: Managing Director Nil
Address: No. 2, LIC Colony, Dr. Radhakrishnan
Nagar, Thiruvanmiyur, Chennai - 600 041, Tamil
Nadu, India.
Occupation: Business
Term: For a period of 5 Years w.e.f. December
04, 2024
Period of Directorship: Since August 07, 2020
2 Ambashankar 55 Indian Companies
DIN: 08539946 1. Flyaeon Aviation Private Limited
2. Chryseum Corporate Services
Date of Birth: April 03, 1970 Private Limited
3. Flyaster Aviation Private Limited
Designation: Whole Time Director and Chief
Executive Officer Foreign Companies
Address: A3-505, Adora Akshaya Homes, Rajiv Nil
Gandhi Salai, OMR, Padur, Kancheepuram ,
Tamil Nadu, India - 603 103.
Occupation: Business
Term: For a period of 5 Years w.e.f. September
01, 2024
Period of Directorship: Since December 30,
2023
3 Kannan Ramakrishnan 54 Indian Companies
DIN: 08202306 1. Flyaster Aviation Private Limited
2. Afcom Holdings Limited
177Sr. Name, DIN, Date of Birth, Designation, Age Other Directorships
No. Address, Occupation, Term and Nationality (years)
Date of Birth: May 25, 1971 3. Flyaeon Aviation Private Limited
4. Chryseum Corporate Services
Designation: Non-Executive Director Private Limited
Address: 101, Lancor Cornerstone Apts. 35, Foreign Companies
MMTC Colony Main Road, Opp. Brilliant Metric
School, Nanganallur, Kancheepuram - 603 103, Nil
Tamil Nadu, India.
Occupation: Business
Term: Liable to retire by rotation
Period of Directorship: Since August 07, 2020
4 Divya M 33 Indian Companies
DIN: 10710588 1. Tagit (India) Private Limited
Date of Birth: July 14, 1992 Foreign Companies
Designation: Independent Director Nil
Address: A-406, Fantastic By Urban Tree, Rajiv
Nagar Numbal Main Road, Near Vedanta School,
Vanagaram, Ayappakkam 600 077, Tamil Nadu,
India.
Occupation: Professional
Term: For a period of 3 Years w.e.f. November
21 2024
Period of Directorship: Since November 21,
2024
5 K Raghuram 66 Indian Companies
DIN: 10813726 1. Chryseum Corporate Services Private
Limited
Date of Birth: March 22, 1959
Foreign Companies
Designation: Independent Director
Nil
Address: No. 7, Ramakrishnapuram 1st Street,
West Mambalam , Chennai 600 033, Tamil Nadu,
India.
Occupation: Business
Term: For a period of 3 years w.e.f. November
21, 2024
Period of Directorship: Since November 21,
2024
178Sr. Name, DIN, Date of Birth, Designation, Age Other Directorships
No. Address, Occupation, Term and Nationality (years)
6 Vaidhyanathan R 72 Indian Companies
DIN: 10835371 1. Chryseum Corporate Services
Private Limited
Date of Birth: March 4, 1953
Foreign Companies
Designation: Independent Director
Nil
Address: A-2 Lotus Manor Apartments, H-25,
South Avenue, Thiruvanmiyur Bus Depo,
Thiruvanmiyur, Chennai, Tamil Nadu – 600041.
Occupation: Professional
Term: For a period of 3 years w.e.f. November
21, 2024
Period of Directorship: Since November 21,
2024
Brief Biographies of our Directors
Capt. Deepak Parasuraman is a Managing Director and Promoter of our Company. He holds a Bachelor of
Commerce degree and Doctoral Degree on Trade and Trade barriers. He has 26 years of experience in liaising
with, managing and operating several businesses in relation to various airlines and the air cargo industry and has
secured licenses and regulatory approvals for an international cargo airline. He has worked with various renowned
companies. He has been associated with our Company since the time of its incorporation.
Ambashankar is a Whole Time Director and the Chief Executive Officer and Promoter of our Company. He
holds a Bachelor’s Degree in Arts from the Faculty of Arts, University of Madras. He has around 23 years of
experience in the luxury automotive industry, representing premier brands such as Mercedes-Benz (as a Deputy
General Manager and subsequently as a Vice President – Operations at Trans Car India Private Limited) and
has also been a part of various other companies such as Emirates Trading Agency LLC (as an Assistant Manager),
Eureka Forbes Limited (as a Sales Representative), Middle East Automobile & Parts Centre LLC (as an Assistant
Manager – Marketing and subsequently as a Manager - Sales), Tata Finance Limited (as an Executive handling
Client Service) and at Videocon International Limited. He oversees the Company’s strategic direction, operational
management and engineering efforts and his deep understanding of aviation operations and engineering enables
him to guide the Company’s technical and operational teams.
Kannan Ramakrishnan is a Non-Executive Director and Promoter of our Company. He is a science graduate
from St. Joseph’s College, Tiruchirapalli and has attended a CEO Leadership Program from ISB under their ISB
Executive Education Program. He has extensive experience of over 20 years in the retail and luxury automobile
industry and has successfully established and grown the Shreshtha Business Solutions Group. He previously
worked with the Saud Bahwan Group as a Manager and with Dabur Pharmaceuticals Limited, handling their
respective sales activities and acted as a director of Trans Car India Private Limited till 2018 and Zulaikha Motors
Private Limited till 2021. He has been associated with our Company since the time of its incorporation.
Divya M ACS is a distinguished corporate governance specialist, bringing nearly a decade of expertise in
corporate law, regulatory compliance, and strategic oversight under the Companies Act, SEBI, RBI, and FEMA.
Her academic qualifications include a Bachelors Degree of Commerce in Company Secretaryship from the
University of Madras (First Class with Distinction) and a Master of Commerce in Business Policy and Corporate
Governance. She is an Associate Member of ICSI since January 2016 and a certified Independent Director
registered with IICA since March 28, 2023. She has an impressive professional background with industry leaders
like Goodearth Maritime Limited (where she acted as Deputy Manager – Secretarial), Reliance Retail Limited
(where she acted as Senior Manager – FC&A), Tube Investments of India Limited (where she acted as Assistant
Manager - Secretarial), and Yamaha Motor India Private Limited (where she acted as an Assistant Manager –
179Secretarial). She presently serves as a company secretary at Bharath Salt Refineries Limited and Director at Tagit
(India) Private Limited, where she upholds compliance and operational excellence with finesse.
K Raghuram is Independent Director of our Company. He holds Bachelor of Arts degree from University of
Madras. He has completed Post Graduate Diploma in Business Administration from Annamalai University. He
has over 35 years of expertise in operations management covering marketing, distribution and sales, primarily
within the automotive and consumer durables industries. Additionally, he is a Certified ISO 9001:2008 Internal
Quality Auditor, having led quality audits across various business functions. His strengths span strategy
formulation, effective communication, staff motivation, and customer relationship management (CRM)
implementation. His previous roles include holding divisional and managerial positions at Lexus, Mercedes Benz
India, and Honda (Kinetic Engg.), overseeing luxury brand strategy and regional marketing.
Vaidhyanathan R has a strong foundation in commerce and law, complemented by the CAIIB certification from
the Indian Institute of Bankers and brings over four decades of diverse experience in finance and banking. His
academic qualifications include a Bachelors in Commerce from the University of Bombay and passed the Second
L.L.B. Examination conducted by the University of Bombay. He has been an ex-banker and currently a freelance
financial consultant guiding small and medium enterprises on finance and compliance.
Confirmations
None of our Directors are or were director of any listed company whose shares have been or were suspended from
being traded on any stock exchanges in India during the term of their directorship in such companies, in the last
five years preceding the date of this Prospectus.
None of our Directors are or were director of any listed company which have been or were delisted from any stock
exchanges, during the term of their directorship in such Companies.
None of our Directors have been declared as wilful defaulters or fraudulent borrowers.
No proceedings/investigations have been initiated by SEBI against Company, the board of directors of which also
comprise any of the Directors of our Company.
No consideration in cash or shares or otherwise has been paid, or agreed to be paid to any of our Directors, or to
the firms or companies in which they are interested as a member by any person either to induce such director to
become, or to help such director to qualify as a Director, or otherwise for services rendered by him/her or by the
firm or company in which he/she is interested, in connection with the promotion or formation of our Company.
Conflict of interest between the suppliers of raw materials and third-party service providers
There is no conflict of interest between the suppliers of raw materials and third-party service providers (crucial
for operations) of the Company and the Directors of our Company
Conflict of interest between the lessor of the immovable properties of the Company
There is no conflict of interest between the lessor of the immovable properties (crucial for operations) of the
Company and the Directors of our Company.
Relationship between Directors or Directors and Key Managerial Personnel or Senior Management
Personnel
None of our Directors are related to each other or to any of the Key Managerial Personnel or senior management
personnel as on the date of filing this Prospectus.
Arrangements and Understanding with Major Shareholders
None of our Key Managerial Personnel, senior management or Directors have been appointed pursuant to any
arrangement or understanding with our major shareholders, customers, suppliers or others pursuant to which any
of the directors was selected as a director or member of senior management.
180Payment or Benefit to officers of our Company
Except as stated otherwise in this Prospectus and any statutory payments made by our Company, no non-salary
amount or benefit has been paid, in two preceding years, or given or is intended to be paid or given to any of our
Company’s officers except remuneration of services rendered as Directors, officers or employees of our Company.
Service Contracts
Other than the statutory benefits that the KMPs are entitled to, upon their retirement, Directors and the Key
Managerial Personnel of our Company have not entered into any service contracts pursuant to which they are
entitled to any benefits upon termination of employment or retirement.
Borrowing Powers of our Board
Our Articles of Association, subject to applicable law, authorize our Board to raise or borrow money or secure the
payment of any sum of money for the purposes of our Company. Our Company has, pursuant to a special
resolution passed at the Extra Ordinary General Meeting held on November 20, 2024 resolved that in accordance
with the provisions of the Companies Act, 2013, our Board is authorised to borrow, from time to time, such sum
or sums of moneys as the Board which together with the moneys already borrowed by our Company (apart from
temporary loans obtained or to be obtained from the Company’s bankers in the ordinary course of business), may
exceed at any time the aggregate of the paid-up capital of our Company and its free reserves, that is to say, reserves
not set apart for any specific purpose, provided that the total amount of money/moneys borrowed by the Board of
Directors and outstanding at one time shall not exceed ₹ 300 Cr.
Terms of appointment and remuneration of our Whole Time Director and Chief Executive Officer
Ambashankar
Pursuant to a resolution passed by the Board of Directors at the meeting held on August 27, 2024 and approved
by the Shareholders of our Company at the EGM held on August 31, 2024, Ambashankar was appointed a Whole
Time Director and Chief Executive Officer of our Company for a period of 5 years with effect from September
01, 2024 along with the terms of remuneration, in accordance with Sections 197 and Schedule V and other relevant
provisions of the Companies Act, 2013 read with the rules prescribed thereunder.
Remuneration He shall be paid a remuneration of upto ₹2,00,000/- per month for a period of three years
He shall also be entitled to the following perquisites:
1. Contribution to the Provident Fund
2. Provision of Car for Official Purpose
3. Medical Reimbursements
Remuneration shall be reviewed at such time as the Board of Directors may decide.
Tenure of He shall be employed as Whole Time Director and Chief Executive Officer of the Company
Employment for a period of five years effective from September 01, 2024. The Board of Directors may
further extend the tenure of appointment through re-appointment.
Responsibilities Work in the Company will be subject to the rules and regulations of the organisation as laid
& Duties down in relation to conduct, discipline and other matters. Should always be aware of the
responsibilities and duties attached to the office of whole time director and chief executive
officer in accordance with the Companies Act, 2013 and conduct himself accordingly and
shall effectively perform to ensure result.
Capt. Deepak Parasuraman
Pursuant to a resolution passed by the Board of Directors at the meeting held on December 04, 2024 and approved
181by the Shareholders of our Company at the EGM held on December 27, 2024, Capt. Deepak Parasuraman was
appointed a Managing Director of our Company for a period of 5 years with effect from December 04, 2024 along
with the terms of remuneration, in accordance with Sections 197 and Schedule V and other relevant provisions of
the Companies Act, 2013 read with the rules prescribed thereunder.
Remuneration He shall be paid a remuneration of upto ₹2,50,000/- per month for a period of three years
He shall also be entitled to the following perquisites:
1. Contribution to the Provident Fund
2. Provision of Car for Official Purpose
3. Medical Reimbursements
Remuneration shall be reviewed at such time as the Board of Directors may decide.
Tenure of He shall be employed as Managing Director and Chief Executive Officer of the Company
Employment for a period of five years effective from December 04, 2024. The Board of Directors may
further extend the tenure of appointment through re-appointment.
Responsibilities Work in the Company will be subject to the rules and regulations of the organisation as laid
& Duties down in relation to conduct, discipline and other matters. Should always be aware of the
responsibilities and duties attached to the office of whole time director and chief executive
officer in accordance with the Companies Act, 2013 and conduct himself accordingly and
shall effectively perform to ensure result.
Remuneration paid to our Executive directors
The table below sets forth the details of the remuneration paid (net of taxes) to our Executive Directors for Fiscal
2025:
Sr. No. Name Remuneration
1 Ambashankar 3,74,790
2 Capt. Deepak Parasuraman 6,91,419
Remuneration payable to our Executive directors
The table below sets forth the details of the remuneration payable (net of taxes) to our Executive Directors for
Fiscal 2025
Sr. No. Name Remuneration
1 Ambashankar 20,05,804
2 Capt. Deepak Parasuraman 6,44,534
Sitting fees details of our Non-Executive Directors
The table below sets forth the details of the remuneration paid to Non-Executive Directors (net of taxes) for
Fiscal 2025:
Sr. No. Name Remuneration
1 Kannan Ramakrishnan Nil
2 Divya M 1,08,000
3 K Raghuram 1,21,500
4 Vaidhyanathan R 1,35,000
Payment or benefit to Directors of our Company
Except as disclosed in this Prospectus, no amount or benefit has been paid or given within the two preceding years
or is intended to be paid or given to any of the Executive Directors except the normal remuneration for services
rendered as a Director of our Company. Additionally, there is no contingent or deferred compensation payable to
182any of our directors.
Remuneration paid to our Directors by our Subsidiary
As on the date of this Prospectus, our company does not have any subsidiary hence remuneration paid to our
directors by our subsidiary is not applicable.
Bonus or profit-sharing plan for the Directors
As on the date of this Prospectus, our Company does not have any bonus or profit-sharing plan for the Directors.
Contingent and/or deferred compensation payable to our Whole-time Directors
There is no contingent or deferred compensation accrued for Fiscal 2025 and payable later to our Whole-time
Directors.
Loans to Directors
There are no loans that have been availed by the Directors from our Company that are outstanding as on the date
of this Prospectus.
Shareholding of Directors in our Company
Except as stated below, none of our directors holds any Equity Shares of our Company as on the date of filing of
this Prospectus:
Sr. Name of Director Number of Equity Shares % of the pre-Issue Equity Share
No. Capital
1. Ambashankar 42,999 0.34
2. Capt. Deepak Parasuraman 19,71,996 15.47
3. Kannan Ramakrishnan 1,97,796 1.55
Interest of our Directors
Our Executive Directors may be deemed to be interested to the extent of remuneration paid to them for services
rendered as a Director of our Company and reimbursement of expenses, if any, payable to them. For details of
remuneration paid to our see “Terms of appointment and remuneration of Whole Time Director and Chief
Executive Officer” above.
Ambashankar, Kannan Ramakrishnan and Capt. Deepak Parasuraman are Promoters of our Company and may be
deemed to be interested in the promotion of our Company to the extent that they have promoted our Company.
Except as stated above, our directors have no interest in the promotion of our Company other than in the ordinary
course of business. Our directors may also be regarded as interested to the extent of Equity Shares held by them
in our Company, if any, details of which have been disclosed above under the heading “Shareholding of Directors
in our Company”. All of our directors may also be deemed to be interested to the extent of any dividend payable
to them and other distributions in respect of the Equity Shares.
Our Directors may also be interested to the extent of Equity Shares, if any, held by them or held by the entities in
which they are associated as promoters, directors, partners, proprietors or trustees or kartas or coparceners or held
by their relatives or that may be subscribed by or allotted to the companies, firms, ventures, trusts in which they
are interested as promoters, directors, partners, proprietors, members or trustees, pursuant to this Issue. Except as
disclosed in “Financial Information” and “Our Promoters and Promoter Group” on page 202 and 191,
respectively of this Prospectus, our directors are not interested in any other company, entity or firm.
Except as stated in “Restated Financial Information – Annexure 32 – Statement Of Related Parties Transaction
As Restated” on page 219 of this Prospectus, our directors do not have any other interest in the business of our
Company.
183Certain of our Promoters/ directors have extended personal guarantees towards the secured loans availed by our
Company. For further details, please see “Financial Indebtedness” on page 239 of this Prospectus.
Interest as to property
Except as disclosed in this Prospectus, our directors do not have any interest in any property acquired or proposed
to be acquired by our Company or of our Company.
Bonus or Profit-Sharing Plan for our Directors
None of our Directors are a party to any bonus or profit-sharing plan.
Changes in our Board during the Last Three Years
Except as disclosed below, there have been no changes in our Board during the last three years.
Name of Director Date of Date of Reasons for Change/ Appointment/
Appointment/Change Cessation Cessation
in Designation
Ambashankar December 30, 2023 N.A. Appointment as an Additional Director
Ambashankar September 01 2024 N.A. Appointment as Whole Time Director
and Chief Executive Officer
Divya M November 21, 2024 N.A. Appointment as an Independent Director
K. Raghuram November 21, 2024 N.A. Appointment as an Independent Director
Vaidhyanathan R November 21, 2024 N.A. Appointment as an Independent Director
Capt. Deepak December 04, 2024 N.A. Appointment as Managing Director
Parasuraman
Management Organization Structure
Set forth is the management organization structure of our Company.
Corporate Governance
As per the Articles of Association of the Company, our Company is required to have not less than 3 (three)
Directors and not more than 15 (fifteen) Directors, unless otherwise determined by our Company through a special
184resolution. As on date of this Prospectus, our Board of Directors consists of 6 (six) Directors, of which 2 (two)
Director are Executive Director and 4 (four) Directors are Non- Executive Directors (3 (three) Directors are
Independent Directors and out of which 1 (one) Director is a Woman Director). The present composition of our
Board of Directors is in accordance with the Companies Act, 2013.
The present composition of our Board and its committees is in accordance with the corporate governance
requirements provided under the Companies Act, 2013 in relation to the composition of our Board and constitution
of committees thereof.
Our Company undertakes to take all necessary steps to continue to comply with all applicable requirements of the
Companies Act and SEBI LODR Regulations, to the extent applicable.
Committees of our Board
Our Board has constituted following committees in accordance with the requirements of the Companies Act and
SEBI Listing Regulations:
a) Audit Committee;
b) Stakeholders’ Relationship Committee;
c) Nomination and Remuneration Committee;
d) Corporate Social Responsibility Committee
Details of each of these committees are as follows:
a) Audit Committee
The Audit Committee was constituted on December 04, 2024. The Audit Committee is in compliance
with Section 178 of the Companies Act, 2013. The Audit Committee currently consists of:
Name of Director Nature of Directorship Designation in Committee
Vaidhyanathan R Non-Executive Independent Director Chairman
K Raghuram Non-Executive Independent Director Member
Kannan Ramakrishnan Non-Executive Non-Independent Director Member
Further, the Company Secretary of our Company shall act as the secretary to the Audit Committee.
Terms of Reference for the Audit Committee:
The Audit Committee shall be responsible for, among other things, as may be required under the
regulatory framework as applicable from time to time, including the following:
1. Oversee of the Company's financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible;
2. Recommending the appointment, remuneration and terms of appointment of auditors of the Company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditors report thereon before
submission to the Board for approval, with particular reference to:
(i) matters required to be included in the director's responsibility statement to be included in the
Board's report in terms of Section 134(3)(c) of the Companies Act, 2013;
(ii) changes, if any, in accounting policies and practices and reasons for the same;
(iii) major accounting entries involving estimates based on the exercise of judgment by
185management;
(iv) significant adjustments made in the financial statements arising out of audit findings;
(v) compliance with listing and other legal requirements relating to financial statements;
(vi) disclosure of any related party transactions;
(vii) Modified opinion(s) in the draft audit report.
5. Reviewing, with the management, the half yearly financial statements before submission to the Board
for approval;
6. Reviewing, with the management, the statement of uses/ application of funds raised through an issue
(public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than
those stated in the Issue document/Draft Red Herring Prospectus/ Red Herring Prospectus /Prospectus
/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a
public issue, and making appropriate recommendations to the Board to take up steps in this matter;
7. Review and monitor the auditor’s independence, performance and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the Company with related parties which
includes omnibus approval for related party transactions subject to conditions as specified under the
rules;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the Company, wherever necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors and adequacy of the
internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage
and frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up thereon;
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting
the matter to the Board;
16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as
well as post-audit discussion to ascertain any area of concern.
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;
18. To oversee and review the functioning of the vigil mechanism pursuant the provisions of Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014 read with sub-section 9 and 10 of Section
177 of the Companies Act, 2013, which shall provide for adequate safeguards against victimization of
employees and directors who avail of the vigil mechanism and also provide for direct access to the
Chairperson of the Audit Committee in appropriate and exceptional cases.
19. Approval of appointment of CFO (i.e., the Whole-time Finance Director or any other person heading the
finance function or discharging that function) after assessing the qualifications, experience &
186background, etc. of the candidate;
20. To investigate any other matters referred to by the Board of Directors;
21. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
22. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the
subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower
including existing loans / advances / investments existing as on the date of coming into force of this
provision
23. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the listed entity and its shareholders.
The Audit Committee shall mandatorily review the following information:
a) Management discussion and analysis of financial information and results of operations;
b) Management letters/ letters of internal control weaknesses issued by the statutory auditors;
c) Internal audit reports relating to internal control weaknesses; and
d) The appointment, removal and terms of remuneration of the chief internal auditor shall be
subject to review by the Audit Committee.
e) Statement of deviations:
(1) half yearly statement of deviation(s), if applicable, submitted to stock exchange(s) in
terms of Regulation 32(1);
(2) annual statement of funds utilized for purposes other than those stated in the Draft Red
Herring Prospectus / Red Herring Prospectus / Prospectus.
Stakeholders’ Relationship Committee:
The Stakeholders’ Relationship Committee was constituted on December 04, 2024. The Stakeholders’
Relationship Committee is in compliance with Section 178 of the Companies Act, 2013. The Stakeholders’
Relationship Committee currently consists of:
Name of Director Nature of Directorship Designation in the
Committee
Vaidhyanathan R Non-Executive Independent Director Chairman
Kannan Ramakrishnan Non-Executive Non-Independent Director Member
Capt. Deepak Parasuraman Managing Director Member
Terms of Reference for the Stakeholders’ Relationship Committee:
The Stakeholders’ Relationship Committee shall be responsible for, among other things, as may be
required by the under applicable law, including the following:
1. Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc.
2. Review of measures taken for effective exercise of voting rights by shareholders.
3. Review of adherence to the service standards adopted by the listed entity in respect of various services
being rendered by the Registrar & Share Transfer Agent.
4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices
187by the shareholders of the company.
Nomination and Remuneration Committee:
The Nomination and Remuneration Committee was constituted on December 04, 2024. The Nomination and
Remuneration Committee is in compliance with Section 178 of the Companies Act, 2013. The Nomination and
Remuneration Committee currently consists of:
Name of Director Nature of Directorship Designation
Vaidhyanathan R Non-Executive Independent Director Chairman
Kannan Ramakrishnan Non-Executive Non-Independent Director Member
Divya M Non-Executive Independent Director Member
Terms of Reference for the Nomination and Remuneration Committee:
The Nomination and Remuneration Committee shall be responsible for, among other things, including the
following:
1. Formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the Board a policy relating to the level and composition of remuneration of
the directors, key managerial personnel, and other employees;
2. Formulation of criteria for evaluation of independent directors and the Board;
3. To ensure that the relationship of remuneration to performance is clear and meets appropriate
performance benchmarks;
4. Devising a policy on Board diversity; and
5. Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down and recommend to the Board their appointment
and removal.
6. Whether to extend or continue the term of appointment of the independent director, on the basis of the
report of performance evaluation of independent directors.
7. Recommend to the board, all remuneration, in whatever form, payable to senior management.
Corporate Social Responsibility Committee:
The Corporate Social Responsibility Committee was constituted on December 04, 2024 and is in compliance with
Section 135 of the Companies Act, 2013. The Corporate Social Responsibility Committee currently consists of:
Name of Director Nature of Directorship Designation in the
Committee
Kannan Ramakrishnan Non-Executive Director Chairman
Ambashankar Whole Time Director and Chief Executive Officer Member
K Raghuram Non-Executive Independent Director Member
Role of the Corporate Social Responsibility Committee
The role of Corporate Social Responsibility Committee, together with its powers, is as follows:
1. To formulate, revise and recommend to the Board, a CSR policy which shall indicate the activities to be
undertaken by the Company as per the provisions of the Companies Act, 2013;
2. To review and recommend the amount of expenditure to be incurred on the activities to be undertaken
188by the Company;
3. To monitor the CSR policy of the Company from time to time;
4. Any other matter as the CSR Committee may deem appropriate after approval of the Board of Directors
or as may be directed by the Board of Directors from time to time.
Details of Key Managerial Personnel and Senior Management Personnel
In addition to our Whole time Director and Chief Executive Officer and Managing Director whose details are
provided hereinabove, set forth below are the details of our Key Managerial Personnel and senior management
personnel as on the date of filing of this Prospectus:
Sanjay S is the Chief Financial Officer of our Company. He holds a Bachelor of Commerce degree from Kakatiya
University. He has over 36 years of experience in the field of Accountancy. He was associated with INTECH
Chemicals Private Limited, Dalmia Laminators Limited and Trans Car India Private Limited. He has been
associated with our Company since October 22, 2024.
N Saptharishi is the Company Secretary of our Company. He is a member of the Institute of Company Secretaries
of India. He holds a Bachelor of Commerce degree from Bharathidasan University and a Master of Commerce
degree from Madurai Kamaraj University. He was associated with United India Insurance Company. He has over
27 years of experience in the field of legal and compliance. He is associated with our Company since January 8,
2025.
Status of Key Managerial Personnel and Senior Management
All our Key Managerial Personnel and senior management are permanent employees of our Company.
Conflict of interest between the suppliers of raw materials and third-party service providers
There is no conflict of interest between the suppliers of raw materials and third-party service providers (crucial
for operations) of our Company and the Key Managerial Personnel and Senior Management Personnel of our
Company.
Conflict of interest between the lessor of the immovable properties of the Company
There is no conflict of interest the between lessor of the immovable properties (crucial for operations) of the
Company and the Key Managerial Person and Senior Management Personnel of our Company.
Shareholding of the Key Managerial Personnel and Senior Management
For details in relation to shareholding of Key Managerial Personnel and senior management, see “Capital
Structure - Shareholding of the Directors, Key Managerial Personnel and Senior Management” on page 104.
Bonus or Profit-Sharing Plan for our Key Managerial Personnel and Senior Management
None of our Key Managerial Personnel and senior management is a party to any bonus or profit-sharing plan.
Payment or benefit to Key Managerial Personnel and Senior Management
Except as disclosed in this Prospectus, no non-salary related amount or benefit has been paid or given to any
officers of our Company, including Key Managerial Personnel and senior management personnel since its
incorporation or is intended to be paid or given, as on the date of filing of this Prospectus other than in the ordinary
course of their employment. Additionally, there is no contingent or deferred compensation payable to any of our
Key Managerial Personnel.
Interest of Key Managerial Personnel and Senior Management
189Except as disclosed in this Prospectus, none of our Key Managerial Personnel and senior management have any
interest in our Company other than to the extent of the remuneration, equity shares held by them or benefits to
which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them
during the ordinary course of business.
Changes in Key Managerial Personnel and Senior Management in the Last Three Years
In addition to the changes specified under “Changes in our Board during the Last Three Years”, set forth below,
are the changes in our Key Managerial Personnel and senior management in the last three years immediately
preceding the date of filing of this Prospectus:
Name Designation Date of change Reason
N Saptharishi Company Secretary and Compliance Officer January 08, 2025 Appointment
Geetha G Company Secretary and Compliance Officer January 07, 2025 Resignation
Geetha G Company Secretary and Compliance Officer October 22, 2024 Appointment
Sanjay S Chief Financial Officer October 22, 2024 Appointment
The attrition of the Key Management Personnel is as per the industry standards.
Employees’ Stock Option Plan
As on date of this Prospectus, our Company does not have any employee stock option plan or purchase schemes
for our employees.
Loans taken by Directors / Key Management Personnel and Senior Management
Our Company has not granted any loans to the Directors and/or Key Management Personnel and senior
management as on the date of this Prospectus.
Attrition of Key Managerial Personnel and Senior Management Personnel
The attrition of Key Managerial Personnel and senior management personnel are not high in our Company.
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190OUR PROMOTERS AND PROMOTER GROUP
Our Promoters
As on the date of this Prospectus, our Promoters holds 56,18,998 Equity Shares, constituting 44.08% of our pre –
Issue issued, subscribed and paid-up equity share capital of our Company. For details of the build-up of our
Promoters’ shareholding in our Company, please refer chapter titled “Capital Structure” on page 81 of this
Prospectus.
Details of our Individual Promoters
Ambashankar
Ambashankar, aged 54 years, is the Promoter, Whole Time Director and
Chief Executive Officer of our Company.
For the complete profile of Ambashankar along with details of his
educational qualifications, experience, other directorships, positions/posts
held in the past and other directorships and special achievements, see the
chapter titled “Our Management” on page 177 of this Prospectus.
Date of Birth: April 03, 1970
Permanent account number: AXGPA1779B
Deepak Parasuraman
Deepak Parasuraman, aged 56 years, is the Promoter and Managing
Director of our Company.
For the complete profile of Deepak Parasuraman along with details of his
educational qualifications, experience, other directorships, positions/ posts
held in the past and other directorships and special achievements, see the
chapter titled “Our Management” on page 177 of this Prospectus.
Date of Birth: November 27, 1968
Permanent account number: AGGPD1330G
Kannan Ramakrishnan
Kannan Ramakrishnan, aged 53 years, is the Promoter and Non-Executive
Non-Independent Director of our Company.
For the complete profile of Kannan Ramakrishnan along with details of his
educational qualifications, experience, other directorships, positions / posts
held in the past and other directorships and special achievements, see the
chapter titled “Our Management” on page 177 of this Prospectus.
Date of Birth: May 25, 1971
Permanent account number: AMCPK6448E
191Bastimal Kishanraj
Bastimal Kishanraj, aged 70 years, is the Promoter of our Company. He
resides at 3/5 – 101 Chandra Kishan Nivas, Binny Lane, Pattalam,
Perambur Barracks, Chennai 600 012, Tamil Nadu. He has been associated
with our Company since 2024 as Promoter. He does not hold any formal
educational qualifications and has over 40 years of experience in the family
businesses.
Date of Birth: February 02, 1954
Permanent account number: AEEPK6884N
Our Company confirms that the permanent account number, bank account number, passport number, Aadhaar
number and driving license number of our Promoters shall be submitted to the Designated Stock Exchange at the
time of filing of this Prospectus.
Other Ventures of our Promoters
The ventures in which our Promoters are involved are as follows:
Ambashankar
Name of the Venture Nature of Interest
Flyaster Aviation Private Limited Director
Flyaeon Aviation Private Limited Director
Chryseum Corporate Services Private Limited Director
Shreshtha Business Solutions LLP Designated Partner
Deepak Parasuraman
Name of the Venture Nature of Interest
Afcom Holdings Limited Managing Director
Ingenium Advisory LLP Designated Partner
Alpha Constructions Sole Proprietorship
Kannan Ramakrishnan
Name of the Venture Nature of Interest
Flyaster Aviation Private Limited Director
Afcom Holdings Limited Whole-Time Director
Flyaeon Aviation Private Limited Director
Chryseum Corporate Services Private Limited Director
Shreshtha Business Solutions LLP Designated Partner
Bastimal Kishanraj
Name of the Venture Nature of Interest
Nil Nil
Corporate Promoters
Shreshtha Business Solutions LLP
Corporate Information
192Shreshtha Business Solutions LLP is a limited liability partnership (LLPIN: AAN-6043) which is a Promoter of
our Company. Shreshtha Business Solutions LLP was incorporated on November 30, 2018. The Registered Office
of Shreshtha Business Solutions LLP is situated at Flat 101, Lancor Cornerstone Apartments New No. 35, MMTC
Colony Main Road, Nanganallur, Chennai, Tamil Nadu 600 061, India.
Nature of Business
Our Corporate Promoter is authored under its constitutional documents, inter alia, to carry on business of every
trade, investment profession, consultancy, service and occupation and such ancillary business.
Change in Activities
There has been no change in the business activities of Shreshtha Business Solutions LLP.
Details of Capital
As on the date of this Prospectus, the capital of the LLP ₹1,60,000/- (Rupees One Lakh Sixty Thousand only)
which is being held by the partners in the following proportion:
Sr. Name Designation Percentage of Partnership Share
No. Contribution
1 Ambashankar Designated Partner 50% ₹80,000
2 Kannan Ramakrishnan Designated Partner 50% ₹80,000
Details of change in control of Shreshtha Business Solutions LLP
Sr. Date of Change Nature of Change
No.
1. July 01, 2019 Retirement of Venkatesh Ramanathan as a designated partner of the LLP, with
the appointment of Mathangi Venkatesh as a designated partner and
Ambashankar and Savithri Srikanth as a partner of the LLP.
2. November 30, 2023 Retirement of Savithri Srikanth as a partner of the LLP
3. December 31, 2023 Retirement of Mathangi Venkatesh as a designated partner of the LLP with the
appointment of Ambashankar as a designated partner of the LLP.
Permanent Account Number: ADVFS4833P
Our Company confirms that the permanent account number, bank account number and LLP registration number
and the address of the Registrar of Companies where the LLP is registered, shall be submitted to NSE at the time
of filing this Prospectus.
Financial Information
(₹ in lakhs)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Income 1,058.43 516.75 818.31
Expenses 931.48 459.77 750.27
Profit / (Loss) before tax 126.95 56.98 68.03
Capital Contribution 214.27 131.69 92.92
Investments 1,170.54 936.27 1,365.91
Cash & cash equivalents 13.30 5.25 4.83
Experience of our Promoters in the business of our Company
Our Promoters holds experience in the business of our Company. For details in relation to experience of our
Promoters in the business of our Company, please refer to the chapter titled “Our Management” and “Our
Promoter and Promoter Group” on page 177 and 191 of this Prospectus, respectively.
193Interest of our Promoters
Interest in promotion of our Company
Our Promoters are interested in our Company to the extent that they have promoted our Company and to the extent
of their shareholding in our Company and the dividends payable, if any, and any other distributions in respect of
their shareholding in our Company or the shareholding of their relatives in our Company. For details of the
shareholding and directorships of our Promoters in our Company, please refer to the chapter titled “Capital
Structure”, “Our Management” and “Restated Financial Information – Annexure 32 – Statement Of Related
Parties Transaction As Restated” on page 81, 177 and 219, respectively of this Prospectus.
Interest of Promoters in our Company other than as a Promoter
Our Promoters, Ambashankar, Capt. Deepak Parasuraman and Kannan Ramakrishnan are the directors of our
Company and therefore, may deemed to be considered interested to the extent of any remuneration which shall be
payable to them in such capacity. Except as stated in this section and the section titled “Our Management”,
“Financial Indebtedness” and “Restated Financial Information – Annexure 32 – Statement Of Related Parties
Transaction As Restated” on page 177, 239 and 219 respectively, our Promoters do not have any interest in our
Company other than as a Promoter.
No sum has been paid or agreed to be paid to our Promoters or to the firms or companies in which our Promoters
are interested as members or directors in cash or shares or otherwise by any person, either to induce them to
become or to qualify them, as directors or promoters or otherwise for services rendered by our Promoters or by
such firms or companies in connection with the promotion or formation of our Company.
Interest in the properties of our Company
Except as disclosed in the section “Our Business- Properties” and “Restated Financial Information – Annexure
32 – Statement Of Related Parties Transaction As Restated” on page 165 and 219, our Promoters are not interested
in the properties acquired by our Company in the three years preceding the date of filing of this Prospectus with
SEBI or proposed to be acquired by our Company, or in any transaction by our Company for the acquisition of
land, construction of building or supply of machinery.
Change in Control of our Company
Except Capt. Deepak Parasuraman and Shreshtha Business Solutions LLP, the current Promoters are not the
original Promoters of our Company.
There has been no change in control of our Company during the last five years immediately preceding the date of
this Prospectus. Subsequently, Ambashankar, Kannan Ramakrishnan and Bastimal Kishanraj have been identified
as our Promoters.
Other Interest and Disclosures
Except as stated in this section and the chapters titled “Our Management”, “Our Business”, “Financial
Indebtedness” and “Restated Financial Information – Annexure 32 – Statement Of Related Parties Transaction
As Restated” on page 177, 152, 239 and 219, our Promoters do not have any interest in our Company other than
as a Promoters.
Except as disclosed below no personal guarantees given by the Promoters, in relation to borrowings of our
Company, in this Prospectus. For further details, please refer to “Financial Indebtedness” on page 239 of this
Prospectus.
Ambashankar, Capt. Deepak Parasuraman and Kannan Ramakrishnan have extended personal guarantee for the
working capital facilities (for an amount not exceeding ₹20.00 crore) availed by our Company in favour of ICICI
Bank Limited.
194Our Promoters are not interested in any transaction in acquisition of land or property, construction of building and
supply of machinery, or any other contract, agreement or arrangement entered into by the Company and no
payments have been made or are proposed to be made in respect of these contracts, agreements or arrangements.
Except as stated in this chapter and in the chapter titled “Restated Financial Information – Annexure 32 - Statement
Of Related Parties Transaction As Restated” on page 219 of this Prospectus, there has been no payment of any
amount of benefits to our Promoters or the members of our Promoter Group during the last two years from the
date of this Prospectus nor is there any intention to pay or give any benefit to our Promoters or Promoter group as
on the date of this Prospectus. For further details, please refer to the chapter titled “Restated Financial Information
– Annexure 32 – Statement Of Related Parties Transaction As Restated” on page 219 of this Prospectus.
Litigation involving our Promoters
Except as disclosed in the chapter “Outstanding Litigation and Material Developments” on page 244 as on the
date of this Prospectus, there are no litigation involving our Promoters.
Guarantees
Except as otherwise disclosed in this Prospectus, our Promoters along with members of our Promoter Group, have
not any extended personal guarantees to secure the loans availed by our Company. For further details, please refer
to “Financial Indebtedness” on page 239 of this Prospectus.
Details of Companies / Firms from which our Promoter has disassociated in the last three years
Except following our Promoters have not disassociated themselves from any company/ firm during three years
preceding the date of this Prospectus.
Sr. Name of Promoter Name of Entity
No.
1. Capt. Deepak Parasuraman Telum Defence Research and Technologies Private Limited
2. Kannan Ramakrishnan Telum Defence Research and Technologies Private Limited
3. Kannan Ramakrishnan Kofuku Technologies Private Limited
4. Capt. Deepak Parasuraman Kofuku Technologies Private Limited
5. Capt. Deepak Parasuraman Cefurbo Corporate Services Private Limited
OUR PROMOTER GROUP
In addition to our Promoter, the following individuals and entities form part of our Promoter Group in terms of
Regulation 2(1) (pp) of the SEBI ICDR Regulations:
A. Individuals forming part of the Promoter Group:
1. Ambashankar
Name of the member of Promoter Group Relationship with the Promoter
Late G Ramkumar Father
G Janaki Mother
A Suchitra Spouse
N.A. Brother
Aparna Srikanth Sister
Akash Amba Shankar Son
Ashish Amba Shankar Son
N.A. Daughter
Late Prabhakar P Spouse’s Father
P Indira Spouse’s Mother
Krishna P Spouse's Brother
N.A. Spouse's Sister
1952. Capt. Deepak Parasuraman
Name of the member of Promoter Group Relationship with the Promoter
Late T V Parasuraman Father
Vasanthi Parasuraman Mother
N.A. Spouse
P Karthikiyer Brother
Subhashini Parasuraman Anand Sister
N.A. Daughter
N.A. Son
N.A. Spouse’s Father
N.A. Spouse’s Mother
N.A. Spouse's Brother
N.A. Spouse's Sister
3. Kannan Ramakrishnan
Name of the member of Promoter Group Relationship with the Promoter
Late G Ramakrishnan Father
R Meenakshi Mother
S Meera Spouse
N.A. Brother
N.A. Sister
N.A. Daughter
Adhithya Kannan Son
Surya Kannan Son
Late R. Swaminathan Spouse’s Father
S Jayam Spouse’s Mother
N.A. Spouse’s Brother
Ananthavally Swaminathan Spouse’s Sister
Bhuvana Ramesh Spouse’s Sister
4. Bastimal Kishanraj
Name of the member of Promoter Group Relationship with the Promoter
Late Bastimal Sanchetti Father
Late Sukni Bai Mother
Chandra Bai Spouse
N.A. Brother
N.A. Sister
N.A. Daughter
Roshan Sancheti Son
Praveen Sancheti K C Son
Rakesh Kumar Sancheti Son
K Manish Kumar Son
K Naresh Sancheti Son
K Amit Kumar Jain Son
Late Babulal Jain Spouse’s Father
Late Manjula Bai Spouse’s Mother
Arun Kumar Chaudhary Spouse's Brother
Ashok Kumar Chaudhary Spouse's Brother
Dinesh Kumar Spouse's Brother
Raj Kumar Chaudhary Spouse's Brother
N.A. Spouse's Sister
196B. Entities forming part of the Promoter Group:
Sr. No. Name of the Entity
1. Cefurbo Corporate Services Private Limited
2. Ingenium Advisory LLP
3. Afcom Holdings Limited
4. Shreshtha Business Solutions LLP
5. Kofuku Technologies Private Limited
6. Chryseum Corporate Services Private Limited
7. Alpha Constructions
8. Flyaster Aviation Private Limited
9. Flyaeon Aviation Private limited
C. All persons whose shareholding is aggregated under the heading “shareholding of the Promoters
group”
NIL
Other Confirmations
Our Company and Promoters confirmed that they have not been declared as wilful defaulters or
Fraudulent Borrowers or by the RBI or by any other government authority and there are no violations of
securities laws committed by them in the past or are currently pending against them or restraining period
are continued.
Our Promoters has not been declared as a Fugitive Economic Offender under Section 12 of the Fugitive
Economic Offenders Act, 2018.
Our Promoters have not been debarred or prohibited from accessing or operating in capital markets under
any order or direction passed by SEBI or any other regulatory or governmental authority. Our Promoters
have never been promoters, directors or person in control of any other company, which is debarred or
prohibited from accessing or operating in capital markets under any order or direction passed by SEBI
or any other regulatory or governmental authority.
Except as disclosed under chapter “Financial Indebtedness”, no other personal and/or corporate
guarantees have been provided our Promoters to third parties.
Our Promoters are not interested in any other entity which holds any intellectual property rights that are
used by our Company.
Conflict of interest between the suppliers of raw materials and third-party service providers
There is no conflict of interests between the suppliers of raw materials and third-party service providers
of our Company (crucial for operations), our Promoters or members of our Promoter Group
Conflict of interest between the lessor of the immovable properties of the Company
There is no conflict of interests between the lessors of the immovable properties of our Company (crucial
for operations), our Promoters or members of our Promoter Group.
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197OUR GROUP COMPANY
The definition of “Group Companies” as per the SEBI ICDR Regulations, shall include such companies (other
than promoter(s) and subsidiary/subsidiaries) with which there were related party transactions, during the period
for which financial information is disclosed, as covered under the applicable accounting standards, and other
companies as considered material by the Board.
In terms of the SEBI ICDR Regulations, pursuant to a resolution of our Board dated December 04, 2024 and the
applicable accounting standards (Accounting Standard 18 and Indian Accounting Standard 24), for the purpose of
identification of “group companies” in relation to the disclosure in Offer Documents, our Company has considered
the companies with which there have been related party transactions in the last three years, as disclosed in the
section titled “Financial Information” on page 202 of this Prospectus.
Accordingly, pursuant to the said resolution passed by our Board of Directors and the materiality policy adopted,
for determining our Group Companies, Further, companies which are no longer associated with our company have
not been disclosed as Group Companies. The following companies have been identified and considered as the
Group Company of our Company.
1. Afcom Holdings Limited
2. Chryseum Corporate Services Private Limited
Details of our Group Company
1. Afcom Holdings Limited
Registered Office
The registered office of Afcom Holdings Limited is situated at 2, LIC Colony Dr. Radhakrishnan Nagar,
Thiruvanmiyur, Chennai – 600 041, Tamil Nadu, India.
Financial information
In accordance with the SEBI ICDR Regulations, information with respect to: (i) reserves (excluding
revaluation reserve); (ii) sales; (iii) profit after tax; (iv) earnings per share; (v) diluted earnings per share;
and (vi) net asset value, based on the audited financial statements of Afcom Holdings Limited for the
preceding three years has been hosted at www.afcomcargo.com.
2. Chryseum Corporate Services Private Limited
Registered Office
The registered office of Chryseum Corporate Services Private Limited is situated at Flat 101, Corner
Stone Apts, New No 60 MMTC Colony Main Road, Nanganallur, Chennai – 600 061, Tamil Nadu, India.
Financial information
In accordance with the SEBI ICDR Regulations, information with respect to: (i) reserves (excluding
revaluation reserve); (ii) sales; (iii) profit after tax; (iv) earnings per share; (v) diluted earnings per share;
and (vi) net asset value, based on the audited financial statements of Chryseum Corporate Services
Private Limited for the preceding three years shall be hosted at www.sbsaviation.in.
Our Company has provided the link above solely to comply with the requirements specified under the
SEBI ICDR Regulations. The information provided on the website above should not be relied upon or
used as a basis for any investment decision.
Neither our Company nor the BRLM nor any of the Company’s, BRLM’s respective directors,
employees, affiliates, advisors, agents or representatives accept any liability whatsoever for any loss
arising from any information presented or contained in the website above.
198Litigation
Except as disclosed in the chapter “Outstanding Litigation and Material Developments” on page 244
as on the date of this Prospectus, there are no litigation involving our Promoters.
Common pursuits
Afcom Holdings Limited, is currently engaged in the business of establish, organize, manage, run,
charter, conduct, contract, develop, handle, own and operate all types of aircrafts, air buses, aeroplanes,
seaplanes, flying boats, hover crafts, helicopters, and other crafts used in air transport for the carriage of
passengers, goods, mails. Other than these none of our Group Companies are in the same line of business
as our Company and there are no Group Companies involved in any common pursuits with our Company.
Related business transactions within our Group Company and significance on the financial
performance of our Company
Other than the transactions disclosed in the chapter titled “Restated Financial Information” on page 202
of this Prospectus, there are no other related business transactions between our Group Company and our
Company.
Business interest of Group Companies
Other than the transactions disclosed in the chapter titled “Restated Financial Statements” on page 202,
none of our Group Companies have no business interest in our Company.
Nature and extent of interest of our Group Company
a) In the promotion of our Company
Our Group Company do not have any interest in the promotion of our Company.
b) In the properties acquired by us in the preceding three years before filing this Prospectus or
proposed to be acquired by our Company
Our Group Company is not interested, directly or indirectly, in the properties acquired by our
Company in the preceding three years or proposed to be acquired by our Company.
c) In transactions for acquisition of land, construction of building and supply of machinery
Our Group Company is not interested, directly or indirectly, in any transactions for acquisition
of land, construction of building, supply of machinery, with our Company.
Confirmations
As on the date of this Prospectus, except as disclosed in “Other Regulatory and Statutory Disclosures -
Particulars in Regard to the Issuer and Other Listed Group Companies/Subsidiaries/Associates which
made any Capital Issue during the Last Three Years” none of our Group Companies have their securities
listed on any stock exchanges. Further, none of our Group Companies have made any public, rights
issue or composite issue (as defined under the SEBI ICDR Regulations) of securities in the three years
preceding the date of this Prospectus.
Conflict of interest between the suppliers of raw materials and third-party service providers
There is no conflict of interests between the suppliers of raw materials and third-party service providers
of our Company (crucial for operations), and our Group companies or its directors.
199Conflict of interest between the lessor of the immovable properties of the Company
There is no conflict of interests between the lessors of the immovable properties of our Company (crucial
for operations) and our Subsidiary Company or its directors.
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200DIVIDEND POLICY
The declaration and payment of dividend on our Equity Shares, if any, will be recommended by our Board and
approved by our Shareholders, at their discretion, subject to the provisions of our Articles of Association and the
applicable laws including the Companies Act, 2013 together with the applicable rules issued thereunder. The
dividend distribution policy of our Company was approved and adopted by our Board on December 04, 2024 (the
“Dividend Distribution Policy”).
The Dividend Distribution Policy provides that our Board may consider the following financial/ internal
parameters while declaring or recommending dividend to Shareholders: (i) our Company’s net profits earned
during the Financial Year after tax; (ii) retained earnings; (iii) working capital requirement and repayment of
debts, if any, (iv) contingent liabilities; (v) earnings outlook for at least next three years; (vi) current and expected
future capital/liquidity requirements including expansion, modernization, investment in group companies and
acquisitions; (vii) buyback of shares or any other profit distribution measure; (viii) stipulations/covenants of any
agreement to which our Company is a party (including; financing documents, investment agreements and
shareholders agreement); (ix) applicable legal restrictions; (x) overall financial position of our Company; and (xi)
any other factors and material events considered relevant by our Board, including those set out in any annual
business plan and budget of our Company.
Our Board may consider the following external parameters while declaring or recommending dividend to
Shareholders: (i) the applicable legal requirements, regulatory conditions or restrictions; (ii) dividend pay-out
ratios of companies in similar industries; (iii) financing costs; (iv) the prevailing economic environment; and (v)
any other relevant factors and material events to our Company.
Further, our Board may not declare or recommend dividend for a particular period if it is of the view that it would
be prudent to conserve capital for the then ongoing or planned business expansion or other factors which may be
considered by the Board.
Retained earnings may be utilized by our Company for making investments for future growth and expansion plans,
for the purpose of generating higher returns for the shareholders or for any other specific purpose, as approved by
the Board. Our Company may also, from time to time, pay interim dividends. For details in relation to risks
involved in this regard, see “Risk Factors” on page 30 of this Prospectus.
Our Company has not declared dividends on the Equity Shares during the preceding three Fiscal years until the
date of this Prospectus. There is no guarantee that any dividends will be declared or paid or that the amount thereof
will not be decreased in future. For details in relation to the risk involved, see “Risk Factors - The Company has
not paid any dividend in the past on its Equity Shares. Our ability to pay dividends in the future will depend on
our earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants
of our financing arrangements” on page 53.
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201SECTION VIII - FINANCIAL INFORMATION
RESTATED FINANCIAL INFORMATION
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202Statutory Auditor’s Examination Report on Restated Financial Information of
FlySBS Aviation Limited
To,
The Board of Directors,
FlySBS Aviation Limited
(Formerly known as FlySBS Aviation Private Limited)
Plot no. 16 (NP), 3rd Floor, Indiqube Palmyra,
SIDCO Indusrial Estate, Ekkatuthangal,
Guindy Industrial Estate, Chennai,
Chennai City Corporation,
Tamil Nadu, India, 600032
(the “Company”).
Respected Sirs/ Madams,
1) We have examined the attached Restated Financial Information of FlySBS Aviation Limited (Formerly known as
FlySBS Aviation Private Limited) (the “Company” or the “Issuer”), comprising of the Restated Statement of
Assets and Liabilities as at March 31, 2025, March 31, 2024, and March 31, 2023, the Restated Statements of Profit
and Loss, the Restated Statement of Cash Flows for the year ended on March 31, 2025, March 31, 2024, and March
31, 2023, Statement of Significant Accounting Policies, and other explanatory information (collectively, the
“Restated Financial Information”), as approved by the Board of Directors of the Company at their meeting held
on 22-07-2025, for the purpose of inclusion in the Red Herring Prospectus and Prospectus (collectively known as
the “Offer Document”) prepared by the Company in connection with its proposed Initial Public Offer of equity
shares (“SME IPO”) prepared in terms of the requirements of:
(a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act")
(b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended (“ICDR Regulations”); and
(c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of
Chartered Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”).
2) The Company’s Board of Directors is responsible for the preparation of the Restated Financial Information for the
purpose of inclusion in the Offer Document to be filed with Securities and Exchange Board of India, relevant stock
exchanges and the Registrar of Companies, Tamil Nadu in connection with the proposed SME IPO. The Restated
Financial Information has been prepared by the management of the Company as per “Basis of Preparation”
paragraph stated in Note 2(i) to the Notes to the Restated Financial Information. The Board of Directors’
responsibility includes designing, implementing and maintaining adequate internal control relevant to the
preparation and presentation of the Restated Financial Information. The Board of Directors are also responsible for
identifying and ensuring that the Company complies with the Act, ICDR Regulations and the Guidance Note read
with SEBI Communication, as applicable.
3) We have examined such Restated Financial Information taking into consideration:
203(a) The terms of reference and terms of our engagement are agreed upon with you in accordance with our
engagement letter dated February 08, 2025 in connection with the proposed SME IPO of Equity Shares of
FlySBS Aviation Limited (the “Issuer Company”) on SME Platform of National Stock Change (“NSE
Emerge”)
(b) The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued
by the ICAI.
(c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence
supporting the Restated Financial Information; and
(d) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to
assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR
Regulations and the Guidance Note in connection with the SME IPO.
4) These Restated Financial Information have been compiled by the management from audited financial statements of
the company for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 prepared in accordance with
Accounting Standards as prescribed under Section 133 of the Act read with the Companies (Accounting Standards)
Rules, 2015 or 2021, as amended, and other accounting principles generally accepted in India, which have been
approved by the Board of Directors at their meeting held on July 15, 2025, September 20, 2024 and September 01,
2023, respectively.
5) For the purpose of our examination,
a. Auditor’s Report issued by us dated on July 15, 2025 and the financial statements of the Company for the
financial year ended March 31, 2025, and
b. Auditors’ Report issued by the Previous Auditors dated September 20, 2024 and September 01, 2023 on the
financial statements of the Company as at and for the years ended March 31, 2024 and 2023 respectively as
referred in Paragraph 4 above.
The Audit for the financial years ended March 31, 2024 and March 31, 2023 was conducted by the Company’s
previous auditors KRMM & Associates, Chartered Accountants (“the Previous Auditor). The Previous
auditors resigned during the year due to pre occupation and were not in the position to examine the Restated
Statement of Assets and Liabilities and the Restated Statements of Profit and Loss and Cash flow Statements,
the Summary Statement of Significant Accounting Policies, and other explanatory information (collectively,
the Audited Financial Information). We have performed adequate procedures to restate the Financial
Information for the said years. The Examination Report included for the said years is based solely on the report
submitted by the Previous Auditor.
6) There were no qualifications in the Audit Report issued by us and by previous auditor for the years ended on March
31, 2024 and March 31, 2023 which would require adjustments in this Restated Financial Information of the
Company.
7) Based on our examination and according to the information and explanations given to us, we report that the
Restated Financial Information:
a) Have been prepared after incorporating adjustments for the changes in accounting policies,
material errors and regrouping/ reclassifications retrospectively in the financial years ended
March 31, 2024 and March 31, 2023 to reflect the same accounting treatment as per the
accounting policies and grouping/ classifications followed as at and for the year ended March
31, 2025;
204b) Have been made after giving effect to the matter(s) giving rise to modifications mentioned in
paragraph 6 above; and
c) Have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note
8) The Restated Financial Information do not reflect the effects of events that occurred subsequent to the
respective dates of the reports on the Audited Financial Statements mentioned in paragraph 4 above.
9) This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports
issued by us, nor should this report be construed as a new opinion on any of the financial statements referred
to herein.
10) We have no responsibility to update our report for events and circumstances occurring after the date of the
report.
11) We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1,
Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other
Assurance and Related Services Engagements.
12) Our report is intended solely for use of the Board of Directors for inclusion in the Offer Documents to be filed
with the Securities and Exchange Board of India, relevant stock exchange and Registrar of Companies,
Chennai in connection with the proposed SME IPO. Our report should not be used, referred to, or distributed
for any other purpose except with our prior consent in writing. Accordingly, we do not accept or assume any
liability or any duty of care for any other purpose or to any other person to whom this report is shown or into
whose hands it may come without our prior consent in writing.
Yours faithfully,
M/s. A JOHN MORIS & CO
Chartered Accountants
ICAI Firm Registration No: 007220S
S Muralikannan
Partner
Membership No.: 211698
UDIN: 25211698BMIDHW4411
Date: 22-07-2025
205FLYSBS AVIATION LIMITED
(Formerly Known as FLYSBS AVIATION PRIVATE LIMITED)
Plot No 16(NP), 3rd Floor, Indiqube Palmyra, SIDCO Industrial Estate, Ekkatuthangal, Guindy Industrial Estate, Chennai-600032, Tamilnadu
CIN : U62200TN2020PLC136959
STATEMENT OF ASSETS AND LIABILITIES AS RESTATED
ANNEXURE - 1
(Amount in ₹ Lakhs)
Annx As at
Particulars
No. March 31, 2025 March 31, 2024 March 31, 2023
I. EQUITY AND LIABILITIES
1 Shareholders' Funds
(a) Share Capital 6 1,274.68 321.02 215.00
(b) Reserves and Surplus 7 13,762.99 6,323.14 957.47
(c) Money received against share warrants - - -
15,037.67 6,644.16 1,172.47
2Share Application money Pending Allotment - - -
3Non-Current Liabilities
(a) Long-Term Borrowings 8 766.49 57.11 26.89
(b) Deferred Tax Liabilities (Net) 9 171.51 115.56 1.95
(c) Other Long Term Liabilities - - -
(d) Long-Term Provisions 10 11.07 7.00 0.44
949.07 179.67 29.28
3 Current Liabilities
(a) Short-Term Borrowings 11 1,026.18 198.47 309.42
(b) Trade Payables
(A) Total Outstanding Dues of Micro and Small Enterprises 4.79 0.80 -
(B) Total Outstanding Dues of Creditors Other than Micro and 12
404.77 54.83 217.24
Small Enterprises
(c) Other Current Liabilities 13 746.28 396.40 171.09
(d) Short-Term Provisions 14 1,014.82 241.05 112.06
3,196.84 891.55 809.81
TOTAL EQUITY AND LIABILITIES 19,183.58 7,715.38 2,011.55
II. ASSETS
1 Non-Current Assets
(a) Property, Plant & Equipment and Intangible Assets
(i) Property, Plant & Equipment 15 542.53 520.31 7.16
(ii) Intangible Assets - - -
(iii) Capital work-in-progress - - -
(iv) Intangible Assets under Development 0.70 - -
(b) Non-Current Investments - - -
(c) Long-term loans and advances 16 4,594.78 2,051.08 726.20
(d) Other Non-Current Assets 17 2,153.00 1,911.69 39.00
7,291.01 4,483.08 772.36
2 Current Assets
(a) Current Investments - - -
(b) Inventories 18 890.93 671.48 -
(c) Trade Receivables 19 2,087.39 659.91 453.82
(d) Cash & Cash Equivalents 20 4,982.50 833.42 253.47
(e) Short term loans and advances 21 2,529.57 1,047.09 506.76
(f) Other Current Assets 22 1,402.18 20.40 25.13
11,892.58 3,232.30 1,239.19
TOTAL ASSETS 19,183.58 7,715.38 2,011.55
As per our report of even date attached
For A. John Moris & Co For and on behalf of the Board of Directors of
Chartered Accountants FLYSBS AVIATION LIMITED
Firm Reg No: 007220S (Formerly Known as FLYSBS AVIATION PRIVATE LIMITED)
Peer Review Certificate No. 014619
Deepak Parasuraman Kannan Ramakrishnan Amba Shankar
Managing Director Director Wholetime Director & CEO
S Muralikannan DIN : 00699855 DIN : 08202306 DIN : 08539946
Partner
M. No: 211698
Narayanan Saptharishi S. Sanjay
Company Secretary cum Chief Financial Officer
Date: 22-07-2025 Compliance Officer
Place: CHENNAI M.No.: ACS 11865
206FLYSBS AVIATION LIMITED
(Formerly Known as FLYSBS AVIATION PRIVATE LIMITED)
Plot No 16(NP), 3rd Floor, Indiqube Palmyra, SIDCO Industrial Estate, Ekkatuthangal, Guindy Industrial Estate, Chennai-600032, Tamilnadu
CIN : U62200TN2020PLC136959
STATEMENT OF PROFIT & LOSS AS RESTATED
ANNEXURE -2
(Amount in ₹ Lakhs)
For the Year Ended
Annx
Particulars
No. March 31, 2025 March 31, 2024 March 31, 2023
I. Income
Revenue From Operations 23 19,389.56 10,648.69 3,410.72
Other Income 24 148.82 23.42 57.53
Total Revenue 19,538.38 10,672.11 3,468.25
II Expenditure
Direct Operating Expense 25 14,489.31 8,932.87 2,788.15
Employee Benefit Expenses 26 451.40 94.64 61.74
Finance Costs 27 209.87 79.95 110.02
Depreciation & Amortisation Expenses 28 31.57 27.30 1.29
Other Expenses 29 456.44 145.74 95.52
Total Expenditure 15,638.60 9,280.51 3,056.73
Profit Before Exceptional and Extraordinary Items and Tax (I-
III 3,899.78 1,391.61 411.52
II)
IV Exceptional and Extraordinary Items - - -
V Profit/(Loss) Before Tax (III-IV) 3,899.78 1,391.61 411.52
VI Tax Expense:
(a) Current Tax 1,014.79 153.07 68.45
(b) Deferred Tax 44.38 113.61 (0.99)
VII Profit/(Loss) for the Year After Tax (V-VI) 2,840.61 1,124.92 344.06
VIII Earnings per Equity Share of Rs.10 Each
- Basic 25.47 14.41 5.64
- Diluted 25.47 14.41 5.64
Weighted Average No. of Shares ( in Lakhs ) 111.51 78.08 61.01
As per our report of even date attached
For A. John Moris & Co For and on behalf of the Board of Directors of
Chartered Accountants FLYSBS AVIATION LIMITED
Firm Reg No: 007220S (Formerly Known as FLYSBS AVIATION PRIVATE LIMITED)
Peer Review Certificate No. 014619
Deepak Parasuraman Kannan Ramakrishnan Amba Shankar
Managing Director Director Wholetime Director & CEO
S Muralikannan DIN : 00699855 DIN : 08202306 DIN : 08539946
Partner
M. No: 211698
Narayanan Saptharishi S. Sanjay
Company Secretary cum Chief Financial Officer
Compliance Officer
M.No.: ACS 11865
Date: 22-07-2025
Place: CHENNAI
207FLYSBS AVIATION LIMITED
(Formerly Known as FLYSBS AVIATION PRIVATE LIMITED)
Plot No 16(NP), 3rd Floor, Indiqube Palmyra, SIDCO Industrial Estate, Ekkatuthangal, Guindy Industrial Estate, Chennai-600032, Tamilnadu
CIN : U62200TN2020PLC136959
STATEMENT OF CASH FLOW AS RESTATED
ANNEXURE -3
(Amount in ₹ Lakhs)
For the Year Ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
A CASH FLOWS FROM OPERATING ACTIVITIES:
Net Profit Before Tax 3,899.78 1,391.61 411.52
Adjustments for:
Depreciation and Amortisation 31.57 27.30 1.29
Provision for Gratuity 4.07 6.59 (0.07)
(Profit) / Loss on sale of assets 1.97 - -
Finance Cost 209.87 79.95 110.02
Unrealised Foreign Exchange Loss/(Gain) 3.85 (9.00) (33.83)
Interest Income (85.13) (0.37) (0.08)
Operating Profit before working capital changes: 4,065.98 1,496.08 488.85
Adjustments for Changes in Working Capital:
(Increase)/Decrease in Trade Receivables (1,427.48) (206.09) 143.09
(Increase)/Decrease in Inventories (219.45) (671.48) -
(Increase)/Decrease in Short term loans and Advances (1,482.48) (540.33) (433.21)
(Increase)/Decrease in Other Current Assets (1,398.67) 4.73 48.25
Increase/(Decrease) in Trade and Other Payables 353.94 (161.61) 66.29
Increase/(Decrease) in Other Current Liabilities 364.89 225.31 80.29
Cash Generated from Operations 256.72 146.61 393.55
Income Taxes Paid (255.57) (27.66) (43.62)
NET CASH FROM OPERATING ACTIVITES (A) 1.14 1 18.95 349.93
B CASH FLOWS FROM INVESTING ACTIVITIES
Interest Received 85.13 0.37 0.08
(Increase)/Decrease in Long term loans and Advances (2,547.54) (1,315.88) (267.09)
(Increase)/Decrease in Other Non-Current Assets (241.31) (1,872.69) 19.50
(Purchase)/Sale of Property, Plant and Equipment (56.46) (540.45) -
NET CASH USED IN INVESTING ACTIVITIES (B) (2,760.19) (3,728.66) (247.50)
C CASH FLOWS FROM FINANCING ACTIVITES
Interest paid (184.00) (76.40) (109.77)
Proceeds from Issuance of Share capital 5,555.04 4,346.77 375.00
Proceeds from Long-Term Borrowings 797.51 188.89 614.51
Repayment of Long-Term Borrowings (88.13) (158.66) (859.70)
Proceeds from Short-Term Borrowings 18,230.31 790.90 3,306.53
Repayment of Short-Term Borrowings (17,402.60) (901.85) (3,179.15)
NET CASH USED IN FINANCING ACTIVITIES (C) 6,908.12 4,189.65 147.42
D NET INCREASE IN CASH AND CASH EQUIVALENT (A+B+C) 4,149.08 579.95 249.85
Opening Cash and Cash Equivalents 833.42 253.47 3.62
CLOSING CASH AND CASH EQUIVALENT 4,982.50 833.42 253.47
Reconciliation Of Cash And Cash Equivalents With The Balance Sheet:
Cash & Cash Equivalent as per Balance sheet 4,982.50 833.42 253.47
Cash & Cash Equivalent at the End of the Period 4,982.50 833.42 253.47
As per our report of even date attached
For A. John Moris & Co For and on behalf of the Board of Directors of
Chartered Accountants FLYSBS AVIATION LIMITED
Firm Reg No: 007220S (Formerly Known as FLYSBS AVIATION PRIVATE LIMITED)
Peer Review Certificate No. 014619
Deepak Parasuraman Kannan Ramakrishnan Amba Shankar
Managing Director Director Wholetime Director & CEO
S Muralikannan DIN : 00699855 DIN : 08202306 DIN : 08539946
Partner
M. No: 211698
Narayanan Saptharishi S. Sanjay
Company Secretary cum Chief Financial Officer
Compliance Officer
M.No.: ACS 11865
Date: 22-07-2025
208
Place: CHENNAIFLYSBS AVIATION LIMITED
(Formerly Known as FLYSBS AVIATION PRIVATE LIMITED)
Plot No 16(NP), 3rd Floor, Indiqube Palmyra, SIDCO Industrial Estate, Ekkatuthangal, Guindy Industrial Estate, Chennai-600032, Tamilnadu
CIN : U62200TN2020PLC136959
SIGNIFICANT ACCOUNTING POLICY AND NOTES TO THE RESTATED FINANCIAL STATEMENTS
ANNEXURE-4
A. BACKGROUND
FLYSBS AVIATION PRIVATE LIMITED having CIN: U62200TN2020PTC136959 was incorporated on August 7th, 2020
undertheprovisionsoftheCompaniesAct2013,andwashavingitsregisteredofficeatFlatNo.101,CornerStoneApartments,
New No.60, MMTC ColonyMain Road, Nanganallur, Chennai - 600061, Tamilnadu, India and shifted its registered office on
21/10/2024withanewregisteredofficeatPlotno.16(NP),3rdFloor,IndiqubePalmyra,SIDCOIndusrialEstate,Ekkatuthangal,
GuindyIndustrialEstate,Chennai-600032,Tamilnadu,India.Subsequently,the Company wasconverted fromPrivateLimited
CompanyintoPublicLimitedCompany videspecialresolutionpassedbyitsshareholdersattheExtraOrdinaryGeneralMeeting
held on 31/08/2024and thename ofthe Company wasconvertedtoFLYSBSAVIATION LIMITED(‘the Company” orthe
“Issuer”)pursuanttoissuanceofFreshCertificateofIncorporationdated29thOctober2024underCompaniesAct2013byRegistrar
of Companies, Chennai with Corporate Identification Number U62200TN2020PLC136959.
The Main Object of the Company is:
1) Toestablish,organize,manage,run,charter,conduct,contract,develop,handle,ownandoperatealltypesofaircrafts,air
buses,aeroplanes,seaplanes,flyingboats,hovercrafts,helicopters,andothercraftsusedinairtransportforthecarriageof
passengers,goods,mailsandotheritemsonallroutesandlinesonnationaland internationallevel,subjecttothelawsin
force through all sorts of carriers and so on whether propelled or any other form of power.
2) To act as booking agents, indenting agents, travel agents, fleet owners, garage owners, service station owners, cargo
superintendents,cargoowners,loadingandunloadingcontractors,couriers,laison,charters,operatorsandtodoallacts,
things necessary for the attainment of the above objects.
3) Toassist,design,manufacture,purchase,sell,supply,repair,import,export,fabricate,erect,commission,representativeof
environmentalprotectionequipmentrelatingtoAirCraft,maintenance,servicestoIndustries,businesshousesofvarious
made available in India and abroad.
B. SIGNIFICANT ACCOUNTING POLICIES
1 Basis of Preparation:
ThesummarystatementofrestatedassetsandliabilitiesoftheCompanyasat31stMarch2025,31stMarch2024and31stMarch
2023andtherelatedsummarystatementofrestatedprofitandlossandcashflowsfortheyearended31stMarch2025,31stMarch
2024and31stMarch2023(collectivelyreferredtoasthe"Restatedsummaryfinancialinformation")havebeenpreparedspecifically
forthepurposeofinclusionintheofferdocumenttobefiledbytheCompanyinconnectionwiththeproposedInitialPublicOffering
(hereinafter referred to as ‘IPO’).
The restated summary financial information has been prepared by applying necessary adjustments to the financial statements
(‘financial statements’) of the Company. The financial statements of the Company have been prepared in accordance with the
GenerallyAcceptedAccountingPrinciplesinIndia(IndianGAAP)tocomplywiththeaccountingstandardsspecifiedundersection
133oftheCompaniesAct,2013,oftheCompanies(Accounts)Rules,2014andtherelevantprovisionsoftheCompaniesAct,2013
("the 2013 Act"), as applicable and Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
regulations2018,asamended(the"Regulations").Thefinancialstatementshavebeenpreparedonaccrualbasisunderthehistorical
cost convention. The accounting policies adopted in the preparation of the financial statements are consistently applied.
2 Use of Estimates:
ThepreparationofthefinancialstatementsinconformitywithGenerallyAcceptedAccountingPrinciplesrequirestheManagement
tomakeestimatesandassumptionsthataffectthereportedbalancesofassetsandliabilitiesanddisclosuresrelatingtocontingent
assetsandliabilitiesasatthedateofthefinancialstatementsandthereportedamountsofincomeandexpensesduringtheyear.
Examplesofsuchestimatesincludeprovisionsfordoubtfuldebts,incometaxes,post-salescustomersupportandtheusefullivesof
Property Plant and Equipments and intangible assets.
2093 Current and non-current classification:
The Company presents assets and liabilities in the Balance Sheet based on current/ non-current classification.
An asset is classified as current when it satisfies any of the following criteria:
• It is expected to be realized or intended to be sold or consumed in normal operating cycle
• It is held primarily for the purpose of trading
• It is expected to be realized within twelve months after the reporting period, or
•Cashorcashequivalentunlessrestrictedfrombeingexchangedorusedtosettlea liabilityfor atleasttwelvemonthsafterthe
reporting period
Current assets include the current portion of non-current financial assets.
All other assets are classified as non-current.
A liability is current when it satisfies any of the following criteria:
• It is expected to be settled in normal operating cycle
• It is held primarily for the purpose of trading
• It is due to be settled within twelve months after the reporting period, or
• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period
Currentliabilitiesincludesthecurrentportionoflongtermfinancialliabilities.TheCompanyclassifiesallotherliabilitiesasnon-
current. Deferred tax assets and liabilities
areclassifiedasnon-currentassetsandliabilities.Theoperatingcycleisthetimebetweentheacquisitionofassetsforprocessingand
their realisation in cash and cash
equivalents. The Company has identified twelve months as its operating cycle.
4 Property, Plant and Equipment including Intangible Assets:
Property,PlantandEquipmentsarestatedatcost,lessaccumulateddepreciation.Costincludescostofacquisitionincludingmaterial
cost,freight,installationcost,dutiesandtaxes,andotherincidentalexpenses,incurreduptotheinstallationstage,relatedtosuch
acquisition. Property, Plant and Equipments purchased in India in foreign currency are recorded in Rupees, converted at the
exchangerateprevailedonthedateofpurchase.IntangibleassetsthatareacquiredbytheCompanyaremeasuredinitiallyatcost.
Afterinitialrecognition,anintangibleassetiscarriedatitscostlessanyaccumulatedamortisationandanyaccumulatedimpairment
loss.Subsequent expenditure iscapitalized onlywhen it increasesthe futureeconomic benefitstothespecific assetstowhichit
relates.IntangibleassetsareamortizedinStatementofProfitandLossovertheirestimatedusefullives,fromthedatethattheyare
available for use based on the expected pattern of consumption of economic benefits of the assets.
5 Depreciation & Amortisation:
The Companyhas applied the estimated useful lives as specified in Schedule II of the Companies Act 2013 and calculated the
depreciationaspertheStraightLineMethod.Depreciationonnewassetsacquiredduringtheyearisprovidedattheratesapplicable
fromthedateofacquisitiontotheendofthefinancialyear.Inrespectoftheassetssoldduringtheyear,depreciationisprovided
fromthebeginningoftheyeartillthedateofitsdisposal.Intangibleassetsareamortisedonastraight-linebasisovertheestimated
usefullifeasspecifiedinScheduleIIoftheCompaniesAct2013.Theamortisationexpenseonintangibleassetswithfinitelivesis
recognised in the statement of profit and loss. In respect of the assets sold during the year, amortisation is provided from the
beginningoftheyeartillthedateofitsdisposal.DepreciationexpenseshasbeenrestatedusingSLMMethodattheusefullifeas
specified in Schedule-II of Companies Act, 2013. As in the reporting period of restated financials.
The estimated useful lives of assets are as follows:
Useful life of Property, Plant and Equipments
Schedule - II Part
Category Useful life
'C '
Vehicles VI (3) 8 Years
Aircrafts or Helicopters VIII 20 Years
Office Equipment XI 5 Years
Computers & laptops XII (ii) 3 Years
Furniture & Fittings V (i) 10 Years
6 Capital work-in-progress:
Capital Work-in-Progress represents costs incurred on assets under construction or development, which are not yet ready for
intended use. It includes direct costs, attributable indirect costs, and eligible borrowing costs. CWIP is carried at cost and transferred
to fixed assets upon completion. It is periodically reviewed for impairment, and any loss is recognized in the profit and loss
statement.
7 Investments:
Investments, which are readily realizable and intended to be held for not more than one year from the date on which such
investmentsaremade,areclassifiedascurrentinvestments.Allotherinvestmentsareclassifiedaslong-terminvestments.Current
investmentsarestatedatlowerofcostandfairvalue.Long-terminvestmentsarestatedatcost.Aprovisionfordiminutionismadeto
recognise a decline, other than temporary, in the value of long-term investments.
2108 Entry-Into-Service (EIS) Costs:
The company has planned to diversify its mode of operation from 'wet lease arrangement' where the aircrafts are hired as a package
inclusive of fuel, crude, pilot, etc. to 'dry lease arrangement' where the company hires only the aircraft with all other necessary
requirements to operate the aircraft and do the service to be taken care by the company itself from hiring pilot, crew members, fuel,
maintenance, etc. to leverage from the limitations of wet lease mode of operation.
EIS Cost comprises of Aircraft lease rent, Aircraft charter charges, Pilot salary, etc. which are incurred before beginning the
operations of the aircraft.
The company brought the aircraft on dry lease basis and spent various expenses that are essential for the company to perform its
business operations. These expenses spent, have been grouped under Entry Into Service (EIS) Costs which pertains to be in nature of
Deferred Revenue Expenditure for a period of 8 years and during each year, the expenses are charged under the head 'Direct
Operating Expense' in the Statement of Profit and Loss on straight line basis.
9 Inventories:
Inventories are carried at the lower of cost or net realisable value. Cost of inventories comprises all costs of purchase, costs of
conversion and other costs incurred in bringing the inventories to their present location and condition. In determining the cost, FIFO
method is used. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of
completion and the estimated costs necessary to make the sale. The comparison of cost and net realisable value is made on an item-by-
item basis.
10 Cash and Cash Equivalents:
Cashandcashequivalentscomprisecashandcashdepositswithbanks. TheCompanyconsidersallhighlyliquidinvestmentswitha
originalmaturityatadateofpurchaseofthreemonthsorlessandthatarereadilyconvertibletoknownamountsofcashtobecash
equivalents.
11 Cash Flow Statement:
Cashflowsarereportedusingindirectmethod,wherebynetprofit/lossbeforetaxisadjustedfortheeffectsoftransactionsofanon-
cashnature,anydeferralsoraccrualsofpastorfutureoperatingcashreceiptsorpaymentsanditemofincomeorexpensesassociated
with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Companyare
segregated.
12 Revenue Recognition:
Revenueisrecognizedtotheextentthatitisprobablethattheeconomicbenefitswillflowtothecompanyandtherevenuecanbe
reliablymeasuredinaccordancewithAS-9,RevenueRecognition.RevenuefromChartereingServices arerecognizedonaccrual
basis, as per terms of agreement entered into with customers.
Thefollowingotherrevenuesarerecognizedandaccountedontheiraccrualwithnecessaryprovisionsforallknownliabilitiesand
losses as per AS 9:
Interest Income: Revenue is recognized on the time proportion basis after taking into account the amount outstanding and the rate
applicable.
Dividend Income: Dividend Income is recognised when the owners right to receive payment is established.
Other Income: Other items of income and expenditure are recognized on accrual basis and as a going concern basis, and the
accounting policies are consistent with the generally accepted accounting policies.
13 Foreign Currency Transactions:
Domestic Operation:
I . Initial Recognition :
AforeigncurrencytransactionisaccountedinaccordancewithAS-11"TheEffectsofChangesin ForeignExchange Rates",on
initialrecognitioninthereportingcurrency,byapplyingtotheforeigncurrencyamounttheexchangeratebetweenthereporting
currency and the foreign currency at the date of the transaction.
II . Measurement :
Foreign currency monetary items are reported using the closing rate.
Non-monetaryitemswhicharecarriedintermsofhistoricalcostdenominatedinaforeigncurrencyarereportedusingtheexchange
rate at the date of the transaction.
Non-monetaryitemswhicharecarriedatfairvalueorothersimilarvaluationdenominatedinaforeigncurrencyarereportedusing
the exchange rates that existed when the values were determined.
III . Treatment of Foreign Exchange :
Exchange differences arising on settlement/restatement of foreign currency monetary assets and liabilities of the Company are
recognised as income or expenses in the Statement of Profit and Loss.
21114 Employee Benefits:
Post-Employment Benefits:
Defined Benefit Plan:
Gratuityliabilityisadefinedbenefitobligationandisunfunded.TheCompanyaccountsforliabilityforfuturegratuitybenefitsbased
on the actuarial valuation using Projected Unit Credit Method carried out as at the end of each financial year.
Defined Contribution Plan:
ProvidentFund:EligibleemployeesreceivebenefitfromprovidentfundcoveredundertheProvidentFundAct.Boththeemployee
and the company make monthly contributions. The employer contribution is charged off to Profit & Loss Account as an expense.
Short-term Employee Benefits:
Short-TermEmployeeBenefitsarerecognizedasanexpenseintheperiodinwhichtherelatedserviceisrendered.Theseinclude
salaries, wages, bonuses, leave encashment, and other benefits payable within twelve months.
15 Leases:
Leased assets under which the Company assumes substantially all risks and benefits of ownership are classified as finance lease.
Other leases are classified as operating leases.
Finance lease: Assets taken on finance lease are capitalized at the lower of the fair value of the assets and the present value of the
minimum lease rentals (which includes initial amount paid by the Company to the lessors) with the corresponding amount payable by
the Company shown as lease liability. The principal component of the lease rentals is adjusted against the lease liability and interest
component is charged to the Statement of Profit and Loss.
There are no Finance Lease transactions entered into by the company during the reporting period
Operating lease: Lease rentals in respect of assets taken on operating lease are charged to the Statement of Profit and Loss with
reference to the lease term and other considerations.
All the lease rentals of aircrafts that are entered into by the company with the Lessors are under the nature of operating lease.
16 Borrowing Costs:
Borrowing costs attributable to the acquisition or construction of a qualifying asset are capitalised as part of the cost of the asset. A
qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. Other borrowing costs are
recognised as an expense in the period in which they are incurred.
17 Pre-operative expenses:
Pre-operativexpenses were incurred before commencement of aircraft operations, hence the same will be amortized over a period of
5 years under straight line basis.
18 Taxes on Income:
IncomeTaxexpenseisaccountedinaccordancewithAS-22"AccountingforTaxesonIncome"forbothCurrentTaxandDeferred
Tax stated below:
A. Current Tax:
Provision for current tax is made in accordance with the provisions of the Income Tax Act, 1961.
B. Deferred Tax:
The differences that result between the profit / (loss) considered for income taxes and the profit / (loss) as per the financial
statementsareidentifiedandthereafteradeferredtaxassetordeferredtaxliabilityisrecordedfortimingdifferences,namelythe
differencesthatoriginateinoneaccountingperiodandreverseinanother,basedonthetaxeffectoftheaggregateamountbeing
considered.Thetaxeffectiscalculatedontheaccumulatedtimingdifferencesattheendofanaccountingperiodbasedontaxrates
that have been enacted or substantially enacted by the Balance Sheet date.
Wherethereareunabsorbeddepreciationorcarryforwardlosses,deferredtaxassetsarerecognisedonlytotheextentthereisvirtual
certaintyofrealisationofsuchassets.Inothersituations,deferredtaxassetsarerecognisedonlytotheextentthereisreasonable
certaintyofrealisationinfuture.SuchassetsarereviewedateachBalanceSheetdateandwrittendownorwrittenuptoreflectthe
amount that is reasonably/virtually certain (as the case may be) to be realised.
19 Provisions and Contingent Liabilities:
Aprovisionisrecognisedif,asaresultofpastevent,theCompanyhasapresentlegalobligationthatcanbeestimatedreliablyandit
is probable that an outflow of economic benefit will be required to settle the obligation. Provisions are determined bythe best
estimateofoutflowofeconomicbenefitsrequiredtosettletheobligationatthereportingdate.Wherenoreliableestimatecanbe
made, a disclosure is made as contingent liability. A disclosure for a contingent liabilityis also made when there is a possible
obligationorapresentobligationthatmay,butprobablywillnot,requireanoutflowofresources.Wherethereispossibleobligation
or present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.
20 Earnings Per Share:
Basic Earnings per share is computed by dividing the net profit after tax by the weighted average number of equity shares
outstandingduringtheperiod.Dilutedearningspershareiscomputedbydividingthenetprofitaftertaxbytheweightedaverage
numberofsharesconsideredforderivingbasicearningspershareandalsotheweightedaveragenumberofequitysharesthatcould
have been issued upon conversion ofalldilutive potentialequityshares.The diluted potentialequitysharesare adjusted for the
proceedsreceivablehadthesharesbeenactuallyissuedatfairvaluewhichistheaveragemarketvalueoftheoutstandingshares.
Dilutive potential equity shares are deemed converted as at the beginning of the period, unless issued at a later date. Dilutive
potential equity shares are determined independently for each period presented.
212FLYSBS AVIATION LIMITED
(Formerly Known as FLYSBS AVIATION PRIVATE LIMITED)
Plot No 16(NP), 3rd Floor, Indiqube Palmyra, SIDCO Industrial Estate, Ekkatuthangal, Guindy Industrial Estate, Chennai-600032, Tamilnadu
CIN : U62200TN2020PLC136959
ANNEXURES TO RESTATED FINANCIAL STATEMENTS
ANNEXURE - 5
ADJUSTMENTS MADE IN RESTATED FINANCIAL STATEMENTS / REGROUPING NOTES
Adjustments having no impact on Profit Material Regrouping
Appropriate adjustments have been made in the restated summary statements, wherever required, by a reclassification of the corresponding items of income, expenses, assets, liabilities and cash flows in order to bring them in line with the groupings as per the audited
financial statements of the Company, prepared in accordance with Schedule III and the requirements of the Securities Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2018 (as amended).
RECONCILIATION OF PROFIT:
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Net profit After Tax as per Audited Accounts But Before Adjustments for Restated Accounts: 2 ,840.61 1 ,113.08 3 17.80
Provision for Gratuity recognized - ( 6.59) 0 .07
Depreciation adjustment - ( 4.41) ( 0.16)
Unrealised Forex Gain adjustment - 9 .00 3 3.83
Provision for Tax - 0 .51 ( 8.49)
Provision for Deferred Tax - 1 3.33 1 .00
Net adjustment in Profit and loss Account - 1 1.84 2 6.26
Adjusted Profit after Tax 2 ,840.61 1 ,124.92 3 44.06
Net Profit after Tax as per Restated Accounts 2 ,840.61 1 ,124.92 3 44.06
Explanatory notes to the above restatements to profits made in the audited Financial Statements of the Company for the respective years:
1. Provision for Gratuity is provided for all the financial year as per the Actuary Valuation Report.
2. Depreciation are restated as per Schedule II of the companies for all the financial years.
3. Security Deposit in Foreign Currency is restated at its Fair Value as on the date of reporting for each financial year. RBI Refernece Rate as on the date of reporting is used to traslate the security deposit denominated in USD to INR. The profit and loss arising out of the
translation is adjusted in respective financial years profit and loss account.
4. Provision for Current and Deferred tax arising out of the above adjustments is also provided for in each financial year.
RECONCILIATION OF RESTATED NETWORTH: (Amount in ₹ Lakhs)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Networth as per Audited Financial Statements 1 5,037.67 6 ,599.11 1 ,139.25
Opening balance of Adjustments to Networth - 3 3.21 6 .95
Opening balance of accumulated depreciation - - -
Changes in Profit and loss account due to adjustment - ( 1.49) 2 5.26
Opening Deferred Tax Adjustment - 1 3.33 1 .00
Opening Gratuity Adjustment - - -
Closing balance of Adjustments to Networth - 4 5.05 3 3.21
Restated Networth 1 5,037.67 6 ,644.16 1 ,172.47
Equity as Restated 1 5,037.67 6 ,644.16 1 ,172.47
ANNEXURE - 6
STATEMENT OF SHARE CAPITAL AS RESTATED (Amount in ₹ Lakhs)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Authorised Share Capital
Equity shares of Rs.10/ each (in
numbers)
Authorised Share Capital (No. of shares) at the beginning of the period 5 0,00,000 2 3,00,000 2 0,00,000
Increase / (Decrease) during the period # 2 ,00,00,000 2 7,00,000 3 ,00,000
Authorised Share Capital (No. of shares) at the end of the period 2 ,50,00,000 5 0,00,000 2 3,00,000
Equity shares of Rs.10/ each (in value)
Authorised Share Capital (in value) at the beginning of the period 5 00.00 2 30.00 2 00.00
Increase / (Decrease) during the period 2 ,000.00 2 70.00 3 0.00
Authorised Share Capital (in value) at the end of the period 2 ,500.00 5 00.00 2 30.00
Issued, Subscribed & Fully Paid Up
Equity shares of Rs.10/ each (in numbers)
No. of shares at the beginning of the period 3 2,10,218 2 1,50,000 2 0,00,000
No. of shares Increase / (Decrease) during the period 9 5,36,533 1 0,60,218 1 ,50,000
No. of shares outstanding at the end of the period 1 ,27,46,751 3 2,10,218 2 1,50,000
Equity shares of Rs.10/- each (in value)
Shares at the beginning of the period 3 21.02 2 15.00 2 00.00
Increase / (Decrease) during the period 9 53.65 1 06.02 1 5.00
Shares outstanding at the end of the period 1 ,274.68 3 21.02 2 15.00
Total 1 ,274.68 3 21.02 2 15.00
# Notes:
(a) Authorised capital was increased from 20,00,000 equity shares to 23,00,000 equity shares vide members resolution and approval on 1st June 2022
(b) Authorised capital was increased from 23,00,000 equity shares to 27,00,000 equity shares vide members resolution and approval on 15th May 2023
(c) Authorised capital was increased from 27,00,000 equity shares to 30,00,000 equity shares vide members resolution and approval on 22nd Nov 2023
(d) Authorised capital was increased from 30,00,000 equity shares to 50,00,000 equity shares vide members resolution and approval on 27th Jan 2024
(e) Authorised capital was increased from 50,00,000 equity shares to 2,50,00,000 equity shares vide members resolution and approval on 31st Aug 2024
## Note:
The Company has declared bonus Shares at the Members Meeting held on 20/11/2024, at the ratio of 2 Equity shares of Rs 10/- Each for every 1 Equity share of Rs 10/- each held, resulting in the issuance of bonus shares of 77,78,672 shares in the proportion of 2:1 i.e.
2 (two) new equity shares of Rs. 10 each for every 1 (one) existing equity share of Rs. 10/- each fully paid up held by the shareholders, by capitalization of a sum of Rs.7,77,86,720/- (Rupee Seven Crores Seventy Seven Lakhs Eighty Six Thousand Seven Hundred and
Twenty only) from the Reserves and Surplus based on the nine months audited Financial Statements of the Financial Year 2024-25.
RECONCILIATION OF NUMBER OF SHARES OUTSTANDING
(In Nos.)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
At the beginning of the year 3 2,10,218 2 1,50,000 2 0,00,000
Shares Issued for consideration during the year 1 7,57,861 1 0,60,218 1 ,50,000
Shares issued through bonus during the year 7 7,78,672 - -
Total Outstanding at the end of the year 1 ,27,46,751 3 2,10,218 2 1,50,000
SHARE ALLOTMENT DETAILS:
Premium per
Financial Year Type of Allotment Date of Allotment No of Shares Share Consideration PAS-3 Filed on
(Rs.)
2022-23 Private Placement 04-06-2022 28,000 2 40.00 Cash 04-06-2022
2022-23 Private Placement 28-02-2023 1 ,22,000 2 40.00 Cash 08-05-2023
1 ,50,000
2023-24 Rights Issue 29-05-2023 97,107 3 38.84 Cash 07-12-2023
2023-24 Rights Issue 27-07-2023 2 ,95,537 3 38.84 Cash 15-12-2023
2023-24 Rights Issue 25-08-2023 1 ,25,874 3 38.84 Cash 15-12-2023
2023-24 Rights Issue 24-11-2023 1 ,67,890 4 58.52 Cash 22-12-2023
2023-24 Private Placement 26-02-2024 3 ,00,794 4 58.52 Cash 05-03-2024
2023-24 Private Placement 06-03-2024 73,016 4 58.52 Cash 29-03-2024
1 0,60,218
2024-25 Private Placement 30-04-2024 1 ,70,915 4 58.52 Cash 15-05-2024
2024-25 Private Placement 08-06-2024 1 ,07,272 4 58.52 Cash 04-07-2024
2024-25 Private Placement 10-07-2024 2 ,02,631 4 58.52 Cash 19-07-2024
2024-25 Private Placement 05-08-2024 1 ,00,000 4 58.52 Cash 14-08-2024
2024-25 Private Placement 19-11-2024 98,300 4 58.52 Cash 20-11-2024
2024-25 Bonus Issue 25-11-2024 7 7,78,672 Nil Nil 27-11-2024
2024-25 Private Placement 18-03-2025 1 0,78,743 2 10.00 Cash 18-03-2025
9 5,36,533
213Rights, preferences and restrictions attached to equity shares:
The Company has only one class of equity shares having a par value of ₹ 10/- per share. Each holder of equity shares is entitled to one vote per share. The dividend, if any, proposed by the Board of Directors is subject to the approval of the shareholders at the ensuing
annual general meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts in the proportion of equity shares held.
DETAILS OF SHAREHOLDING OF PROMOTER & PROMOTER GROUP: (In Nos.)
As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
NAME OF PROMOTER AND PROMOTER GROUP No. o Hf e s lh dares % Holding No. o Hf e s lh dares % Holding No. of shares Held % Holding
Equity shares of Rs. 10 each fully paid-up
(a) M/s.Shreshtha Business Solutions LLP 2 4,84,204 19.49% 7 ,78,068 24.24% 6 ,00,000 27.91%
% Change during the year/ Period * (4.75%) (3.67%) (12.09%)
(b) Deepak Parasuraman 1 9,71,996 15.47% 6 ,57,332 20.48% 6 ,00,000 27.91%
% Change during the year/ Period * (5.01%) (7.43%) (12.09%)
(c) Kishan Raj Jain B 1 1,22,003 8.80% - - -
% Change during the year/ Period * 8.80% - -
(d) Kannan Ramakrishnan 1,97,796 1.55% 65,932 2.05% - -
% Change during the year/ Period * (0.50%) 2.05% -
(e) Amba Sankar 42,999 0.34% 1 4,333 0.45% - -
% Change during the year/ Period * (0.11%) 0.45% -
* The % change mentioned here denotes the absolute change of share percentage during the period.
DETAILS OF SHAREHOLDERS HOLDING MORE THAN 5% OF SHARES:
As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
NAME OF SHAREHOLDERS No. o Hf e s lh dares % Holding No. o Hf e s lh dares % Holding No. of shares Held % Holding
Equity shares of Rs. 10 each fully paid-
(a) M/s.Shreshtha Business Solutions 24,84,204 19.49% 7,78,068 24.24% 6,00,000 27.91%
(b) Deepak Parasuraman 19,71,996 15.47% 6,57,332 20.48% 6,00,000 27.91%
(c) Annamalai T - - 4,00,000 12.46% 4,00,000 18.60%
(d) Kishan Raj Jain B 11,22,003 8.80%
(e) Balasubramanian 7,08,570 5.56% 1,67,890 5.23%
Total 62,86,773 49.32% 20,03,290 62.40% 16,00,000 74.42%
Notes:
1. There were no class of shares allotted as fully paid up pursuant to contract(s) without payment being received in cash.
2. There are no calls unpaid by the Directors or officers of the company.
3. The Company has not issued shares for consideration other than cash or bought back shares.
ANNEXURE - 7
STATEMENT OF RESERVES AND SURPLUS AS RESTATED (Amount in ₹ Lakhs)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Security Premium
Opening Balance 4 ,600.75 3 60.00 -
Add: Additions during the Year 5 ,379.25 4 ,240.75 3 60.00
Less: Utilised during the Year - - -
Closing Balance 9 ,980.00 4 ,600.75 3 60.00
Reserves & Surplus
Opening Balance 1 ,722.39 5 97.47 2 53.41
Add/(Less):
Prior Period Adjustments ( 2.14) - -
Additions during the Year 2 ,840.61 1 ,124.92 3 44.06
Bonus Shares Issued 7 77.87 - -
Closing Balance 3 ,782.99 1 ,722.39 5 97.47
Total 1 3,762.99 6 ,323.14 9 57.47
ANNEXURE - 8
STATEMENT OF LONG-TERM BORROWINGS AS RESTATED (Amount in ₹ Lakhs)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Secured
Debentures:
i. 15% Compulsory Convertible Debentures (Note:1*) - - -
Term Loans:
i. From Banks (Note 2**) 4 7.62 4 .09 6 .13
ii. From Others (Note 2**) 7 37.59 - -
Less: Current maturitites of long-term borrowings ( 29.19) ( 2.34) ( 2.04)
Total Secured loans 7 56.02 1 .75 4 .09
Unsecured
Term Loans:
i. From banks (Note 3**) 1 8.17 2 7.27 -
i. From others (Note 3**) 3 7.19 9 2.62 -
Less: Current maturitites of long-term borrowings ( 44.89) ( 64.52) -
Loans and advances from related parties - - 2 2.80
Total Unsecured loans 1 0.47 5 5.37 2 2.80
TOTAL 7 66.49 5 7.11 2 6.89
*NOTE 1
During Financial Year 2022-23, Compulsory Convertible Debentures (CCD) is convered into Optional Convertible Debentures (OCD) vide EGM held on 10th Nov 2022. The OCD are then converted into Unsecured Loans and then settled or paid.
**NOTE 2
Details of Secured Loans:-
As on 31-03-2025 (Amount in ₹ Lakhs)
Particulars Terms of Repayment (in months) Date of Loan InteR ra et se t (o pf .a.) I (n iN nso t m ao l of m nO e thn/S sts ) In As mta olm unen tt Starting Date B MaC la a 2l n ro 0c cs 2e hi 5n a 3g s 1 a , t Nature of Security
Yes Bank - Car Loan 60 23-11-2020 13.75% 0 0 .23 15-12-2020 - Hypothecation of car
ICICI Bank Limited - Car Loan 60 30-09-2024 9.35% 55 0 .77 10-11-2024 3 4.15 Hypothecation of car
ICICI Bank Limited - Car Loan 60 03-12-2024 9.30% 57 0 .29 10-01-2025 1 3.47 Hypothecation of car
Cholamandalam Investment and Finance Company Limited - Business Loan 180 29-08-2024 11.75% 174 8 .85 05-10-2024 7 37.59 Secured against Property
Total 7 85.21
Less: Current Maturities classified under Short Term Borrowings 2 9.19
Net Balance 7 56.02
As on 31-03-2024 (Amount in ₹ Lakhs)
Particulars Terms of Repayment (in months) Date of Loan InteR ra et se t (o pf .a.) I (n iN ns o t ma o l omf n O e thn/s sts ) In As mta olm unen tt Starting Date B MaC la a 2l n ro 0c cs 2e hi 4n a 3g s 1 a , t Nature of Security
Yes Bank Car Loan 60 23-11-2020 13.75% 20 Months 0 .23 15-12-2020 4 .09 Hypothecation of Mahindra Marazzo car
Less: Current Maturities classified under Short Term Borrowings 2 .34
Net Balance 1 .75
As on 31-03-2023 (Amount in ₹ Lakhs)
Particulars Terms of Repayment (in months) Date of Loan InteR ra et se t (o pf .a.) I (n iN ns o t ma o l omf n O e thn/s sts ) In As mta olm unen tt Starting Date B MaC la a 2l n ro 0c cs 2e hi 3n a 3g s 1 a , t Nature of Security
Yes Bank Car Loan 60 23-11-2020 13.75% 32 Months 0 .23 15-12-2020 6 .13 Hypothecation of Mahindra Marazzo car
Less: Current Maturities classified under Short Term Borrowings 2 .05
Net Balance 4 .08
Notes:
(i) The figures disclosed above are based on the Statements of Assets and Liabilities as Restated of the Company
(ii) The rate of interest given above are as agreed with the lenders in the respective facility letters.
(iii) The current maturities of long-term borrowings from above annexure is included in short term borrowings
***NOTE 3
The Below loans were obtained from Various Banks and Non Banking Financial Institutions (Unsecured)
214Reporting for the period ended 31st March 2025 (Amount in ₹ Lakhs)
Particulars RepT mae oyr m nm tes h n so t )f (in D Sa at ne co tf io L no ea dn InteR ra et se t (o pf .a.) I (n iN ns o t ma o l omf n O e thn/s sts ) In As mta olm unen tt Starting Date Closing Balance as at March 31, 2025
Unity Small Finance Bank 36 03-10-2023 18.00% 19 1.11 04-11-2023 1 8.17
Bajaj Finance Limited 24 25-05-2023 18.00% 3 1.54 02-07-2023 4 .48
SMFG India Credit Company Limited 19 19-02-2024 18.50% 6 1.94 04-04-2024 1 1.04
Kisetsu Saison Finance India 24 23-09-2023 18.50% 7 1.08 03-11-2023 7 .11
Hero FinCorp Limited 36 03-06-2023 17.50% 15 1.09 03-07-2023 1 4.57
Total 5 5.37
Less: Current Maturities classified under Short Term Borrowings 4 4.89
Net Balance 1 0.47
Reporting for the period ended 31st March 2024 (Amount in ₹ Lakhs)
Particulars RepT mae oyr m nm tes h n so t )f (in D Sa at ne co tf io L no ea dn InteR ra et se t (o pf .a.) I (n iN ns o t ma o l omf n O e thn/s sts ) In As mta olm unen tt Starting Date Closing Balance as at March 31, 2024
Unity Small Finance Bank 36 03-10-2023 18.00% 31 1.11 04-11-2023 2 7.27
Bajaj Finance Limited 24 25-05-2023 18.00% 15 1.54 02-07-2023 2 0.51
SMFG India Credit Company Limited 19 19-02-2024 18.50% 18 1.94 04-04-2024 3 0.31
Kisetsu Saison Finance India 24 23-09-2023 18.50% 19 1.08 03-11-2023 1 7.65
Hero FinCorp Limited 36 03-06-2023 17.50% 27 1.09 03-07-2023 2 4.15
Total 1 19.88
Less: Current Maturities classified under Short Term Borrowings 6 4.52
Net Balance 5 5.37
ANNEXURE - 9
STATEMENT OF DEFERRED TAX LIABILITY AS RESTATED (Amount in ₹ Lakhs)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Deferred Tax Liability
On Account of Depreciation 7 3.43 4 7.04 0 .10
On Account of Gratuity ( 2.79) ( 1.77) ( 0.11)
On Account of Preliminary Expenses 1 00.87 7 0.29 1 .96
TOTAL 1 71.51 1 15.56 1 .95
ANNEXURE - 10
STATEMENT OF LONG-TERM PROVISIONS AS RESTATED (Amount in ₹ Lakhs)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Long Term Provision
Provision for Employee Benefits - Gratuity 1 1.07 7 .00 0 .44
TOTAL 1 1.07 7 .00 0 .44
ANNEXURE - 11
STATEMENT OF SHORT-TERM BORROWINGS AS RESTATED (Amount in ₹ Lakhs)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Secured
Current Maturities of Long-term borrowings 2 9.19 2 .34 2 .05
Bank Overdraft & Cash Credit 9 52.10 1 20.91 -
Unsecured
Current Maturities of Long-term borrowings 4 4.89 7 5.23 -
Loan repayable on Demand
i) From Related Parties - - 3 07.37
ii) From others - - -
ii) From NBFC & Other Corporates - - -
TOTAL 1 ,026.18 1 98.47 3 09.42
Nature of Facility Name of Institution/Banks As 3 a 1t , M 20a 2r 5ch As 3 a 1t , M 20a 2r 4ch As 3 a 1t , M 20a 2r 3ch Nature of Security
Cash Credit ICICI BANK 9 52.40 1 20.91 - Current Assets and Fixed Deposit
Overdraft KOTAK MAHINDRA BANK ( 0.30) - - Current Assets and Fixed Deposit
Notes:-
ICICI Bank - Cash Credit
The Cash Credit Facility from ICICI Bank have been sanctioned for an amount of Rs. 20 Crores , which have been arranged by securing the Current Assets held over time and a fixed deposit held with ICICI Bank Limited, sanctioned at interest rate of 6.50% p.a and
Spread 3.25% p.a as on March 31, 2025 , the interest factor will reset itself upon every 3 months. The cash credit facility is renewed August 30, 2024 and will be valid upto August 29, 2025.
Kotak Mahindra Bank - Cash Credit
The Overdraft Facility from Kotak Mahindra Bank have been sanctioned for an amount of Rs. 5 Crores , which have been arranged by securing the fixed deposit held with Kotak Mahindra Bank Limited, sanctioned at interest rate of 7.40% p.a and Spread 1% p.a as on
March 31, 2025 , the interest factor will be based on the interest rate on the Fixed Deposit added by a 1% spread. The cash credit facility is availed on November 28, 2024 and will be valid upto November 15, 2025.
ANNEXURE - 12
STATEMENT OF TRADE PAYABLES AS RESTATED (Amount in ₹ Lakhs)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
(A) Total Outstanding dues of Micro, Small and Medium Enterprises 4 .79 0 .80 -
(B) Total Outstanding dues of Creditors Other than Micro, Small and Medium Enterprises 4 04.77 5 4.83 2 17.24
TOTAL 4 09.56 5 5.63 2 17.24
Dues Of Small Enterprises And Micro Enterprises (Amount in ₹ Lakhs)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
(a) Dues remaining unpaid to any supplier at the end of each accounting year
-Principal 4 .79 0 .80 -
-Interest on the above - - -
( wb i) t hth te h ea m amou on ut n o t f o i fn tt he er e ps at y p mai ed n tb my t ah de e b tu o y te hr e i sn u t pe pr lm ies r o bf e s ye oc nt dio tn h 1 e 6 a po pf oth ine t M edi c dr ao y, dS um ra inll g a en ad c hM ae cd ci ou um n tE inn gte yr ep ar ri ;ses Development Act, 2006, along - - -
(c) the amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day - - -
during the year) but without adding the interest specified under the Micro, Small and Medium Enterprises Development Act, 2006;
(d) the amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are
actually paid to the small enterprise, for the purpose of disallowance of a deductible expenditure under section 23 of the Micro, Small and - - -
Medium Enterprises Development Act, 2006.
TOTAL 4 .79 0 .80 -
Note : Based on the information available with the Company, there are outstanding dues to Small and Micro enterprises as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006. The information regarding Micro and Small
enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company.
Trade Payables ageing schedule As at March 31, 2025 (Amount in ₹ Lakhs)
Outstanding for following periods from due date of payment
Particulars
< 1 Year 1 - 2 Years 2 - 3 Years > 3 Years Total
(A) Total Outstanding dues of Micro, Small and Medium Enterprises 4 .79 - - - 4 .79
( MB e) d T iuo mta l E O ntu et rs pta rin sd ei sn g dues of Creditors Other than Micro, Small and 4 04.77 - - - 4 04.77
(C) Disputed dues of Micro, Small and Medium Enterprises - - - - -
( ED n) te D rpi rs ip su et se d dues of Creditors Other than Micro, Small and Medium - - - - -
TOTAL 4 09.56 - - - 4 09.56
215Trade Payables ageing schedule As at March 31, 2024 (Amount in ₹ Lakhs)
Outstanding for following periods from due date of payment
Particulars
< 1 Year 1 - 2 Years 2 - 3 Years > 3 Years Total
(A) Total Outstanding dues of Micro, Small and Medium Enterprises 0 .80 - - - 0 .80
( MB e) d T iuo mta l E O ntu et rs pta rin sd ei sn g dues of Creditors Other than Micro, Small and 5 4.83 - - - 5 4.83
(C) Disputed dues of Micro, Small and Medium Enterprises - - - - -
( ED n) te D rpi rs ip su et se d dues of Creditors Other than Micro, Small and Medium - - - - -
TOTAL 5 5.63 - - - 5 5.63
Trade Payables ageing schedule As at March 31, 2023 (Amount in ₹ Lakhs)
Outstanding for following periods from due date of payment
Particulars < 1 Year 1 - 2 Years 2 - 3 Years > 3 Years Total
(A) Total Outstanding dues of Micro, Small and Medium Enterprises - - - - -
( MB e) d T iuo mta l E O ntu et rs pta rin sd ei sn g dues of Creditors Other than Micro, Small and 2 17.24 - - - 2 17.24
(C) Disputed dues of Micro, Small and Medium Enterprises - - - - -
(D) Disputed dues of Creditors Other than Micro, Small and Medium - - - - -
TOTAL 2 17.24 - - - 2 17.24
Note: There are no unbilled trade payables as on the reporting date.
ANNEXURE - 13
STATEMENT OF OTHER CURRENT LIABILITIES AS RESTATED (Amount in ₹ Lakhs)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Audit Fees Payable 6 .00 5 .00 -
Interest Payable - - -
Employee Benefits Payable 4 8.27 1 7.48 4 8.25
Corporate Credit Card Payable 9 9.27 - -
Other Payables 2 0.00 - 1 7.98
Advance from Customers 5 0.00 1 70.52 -
CSR Payable 1 2.94 - -
Interest accrued but not due 1 .29 - -
Statutory Dues Payable
TDS Payable 2 79.67 1 43.07 5 5.09
Professional tax payable - - 0 .00
GST Payable 2 28.10 5 9.08 4 9.77
Provident Fund Payable 0 .75 1 .24 -
Labour Welfare Fund Payable - - -
TOTAL 7 46.28 3 96.40 1 71.09
ANNEXURE - 14
STATEMENT OF SHORT-TERM PROVISIONS AS RESTATED (Amount in ₹ Lakhs)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Provision for Income Tax 1 ,014.79 2 41.02 1 12.06
Provision for Gratuity 0 .03 0 .03 0 .00
TOTAL 1 ,014.82 2 41.05 1 12.06
ANNEXURE -15
STATEMENT OF PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLES AND DEPRECIATION AS RESTATED
Period Ended: 31/03/2025 (FY 2024-25) (Amount in ₹ Lakhs)
Gross Block Accumulated Depreciation Net Block
Particulars April 01, 2024 Additions for the year De tl het ei o yn eas rfor Ma 2r 0c 2h 5 31, April 01, 2024 D foe rp tr he ec i Yat eio arn D oe np r de ec leia tit oio nn Ma 2r 0c 2h 5 31, March 31, 2025 March 31, 2024
Property, Plant and Equipment
Aircraft Components & Equipment 5 25.98 - - 5 25.98 2 4.51 2 4.98 - 49.49 476.48 501.47
Office Equipment 14.44 3.44 0 .42 1 7.46 2 .02 2.99 - 4 .98 12.48 12.41
Computer 1.17 0.92 - 2 .09 0 .21 0.56 - 0 .77 1.32 0.96
Furniture and Fittings - 1.47 - 1 .47 - 0.07 - 0 .07 1.40 -
Motor Vehicle - Motor car 9.00 5 3.31 9 .00 5 3.31 3 .53 2.97 4 .03 2 .47 50.85 5.47
Total 550.59 59.15 9 .42 6 00.31 3 0.28 3 1.57 4 .03 57.79 542.53 520.31
Financial Year Ended: 31/03/2024 (Amount in ₹ Lakhs)
Gross Block Accumulated Depreciation Net Block
Particulars April 01, 2023 Additions for the year De tl het ei o yn eas rfor Ma 2r 0c 2h 4 31, April 01, 2023 D foe rp tr he ec i Yat eio arn D oe np r de ec leia tit oio nn Ma 2r 0c 2h 4 31, March 31, 2024 March 31, 2023
Property, Plant and Equipment
Aircraft Components & Equipment - 5 25.98 - 5 25.98 - 2 4.51 - 24.51 501.47 -
Office Equipment 1.14 1 3.30 - 1 4.44 0 .51 1.51 - 2.02 12.41 0.63
Computer - 1.17 - 1 .17 - 0.21 - 0 .21 0.96 -
Furniture and Fittings - - - - - - - - - -
Motor Vehicle - Motor car 9.00 - - 9 .00 2 .46 1.07 - 3.53 5.47 6.54
Total 10.14 5 40.45 - 5 50.59 2 .98 2 7.30 - 30.28 520.31 7.16
Financial Year Ended: 31/03/2023 (Amount in ₹ Lakhs)
Gross Block Accumulated Depreciation Net Block
Particulars April 01, 2022 Additions for the year Deletions for March 31, April 01, 2022 D foe rp tr he ec i Yat eio arn D oe np r de ec leia tit oio nn March 31, March 31, 2023 March 31, 2022
Property, Plant and Equipment
Aircraft Components & Equipment - - - - - - - - - -
Office Equipment 1.14 - - 1 .14 0 .30 0.22 - 0 .51 0.63 0.84
Computer - - - - - - - - - -
Furniture and Fittings - - - - - - - - - -
Motor Vehicle - Motor car 9.00 - - 9 .00 1 .39 1.07 - 2 .46 6.54 7.61
Total 10.14 - - 1 0.14 1 .69 1.29 - 2.98 7.16 8.45
ANNEXURE - 16
STATEMENT OF LONG-TERM LOANS AND ADVANCES AS RESTATED (Amount in ₹ Lakhs)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Security Deposits 4 ,594.78 2 ,051.08 7 26.20
Total 4 ,594.78 2 ,051.08 7 26.20
ANNEXURE - 17
STATEMENT OF OTHER NON-CURRENT ASSETS AS RESTATED (Amount in ₹ Lakhs)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Entry Into Service Costs 2 ,153.00 1 ,892.19 -
Pre Operative Expenses - 1 9.50 3 9.00
Total 2 ,153.00 1 ,911.69 3 9.00
ANNEXURE - 18
STATEMENT OF INVENTORIES AS RESTATED (Amount in ₹ Lakhs)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Inventories:-
Valued at lower of cost and net realizable value
Aircraft Spares & Consumables 8 90.93 6 71.48 -
TOTAL 8 90.93 6 71.48 -
216ANNEXURE - 19
STATEMENT OF TRADE RECEIVABLES AS RESTATED (Amount in ₹ Lakhs)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Undisputed Trade Receivable Considered Good 2 ,087.39 6 59.91 4 53.82
Undisputed Trade Receivable Considered Doubtful - - -
Disputed Trade Receivable Considered Good - - -
Disputed Trade Receivable Considered Doubtful - - -
Less: Bad debts provision - - -
TOTAL 2 ,087.39 6 59.91 4 53.82
Trade Receivables ageing schedule As at March 31, 2025 (Amount in ₹ Lakhs)
Outstanding for following periods from due date of payment
Particulars < 6 Months 6 M Yon et ah rs - 1 1 - 2 Years 2 - 3 Years > 3 Years Total
Undisputed Trade Receivable Considered Good 2 ,087.39 - - - - 2 ,087.39
Undisputed Trade Receivable Considered Doubtful - - - - - -
Disputed Trade Receivable Considered Good - - - - - -
Disputed Trade Receivable Considered Doubtful - - - - - -
Less: Bad debts provision - - - - - -
TOTAL 2 ,087.39 - - - - 2 ,087.39
Trade Receivables ageing schedule As at March 31, 2024 (Amount in ₹ Lakhs)
Outstanding for following periods from due date of payment
Particulars < 6 Months 6 M Yon et ah rs - 1 1 - 2 Years 2 - 3 Years > 3 Years Total
Undisputed Trade Receivable Considered Good 6 56.04 - 3.87 - - 6 59.91
Undisputed Trade Receivable Considered Doubtful - - - - - -
Disputed Trade Receivable Considered Good - - - - - -
Disputed Trade Receivable Considered Doubtful - - - - - -
Less: Bad debts provision - - - - - -
TOTAL 6 56.04 - 3.87 - - 6 59.91
Trade Receivables ageing schedule As at March 31, 2023 (Amount in ₹ Lakhs)
Outstanding for following periods from due date of payment
Particulars < 6 Months 6 M Yon et ah rs - 1 1 - 2 Years 2 - 3 Years > 3 Years Total
Undisputed Trade Receivable Considered Good 4 53.82 - - - - 4 53.82
Undisputed Trade Receivable Considered Doubtful - - - - - -
Disputed Trade Receivable Considered Good - - - - - -
Disputed Trade Receivable Considered Doubtful - - - - - -
Less: Bad debts provision - - - - - -
TOTAL 4 53.82 - - - - 4 53.82
Note: There are no unbilled trade receivables as on the reporting date.
ANNEXURE - 20
STATEMENT OF CASH AND CASH EQUIVALENTS (Amount in ₹ Lakhs)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Cash & Cash Equivalents
i) Cash on Hand 0 .50 5 6.55 4 .07
ii) Balance with Banks in Current Accounts
(A) In Current Accounts 5 9.94 7 76.86 2 49.40
(B) In Deposits 4 ,148.60 - -
iii) Bank deposits with more than twelve months maturity 7 73.45 - -
TOTAL 4 ,982.50 8 33.42 2 53.47
ANNEXURE - 21
STATEMENT OF SHORT TERM LOANS AND ADVANCES AS RESTATED (Amount in ₹ Lakhs)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Unsecured, Considered good:
Advances to Related Parties 3 28.52 3 11.60 1 59.47
Advances to Suppliers 2 ,192.95 7 35.49 3 47.29
Advances to Employees 8 .10 - -
TOTAL 2 ,529.57 1 ,047.09 5 06.76
ANNEXURE - 22
STATEMENT OF OTHER CURRENT ASSETS AS RESTATED (Amount in ₹ Lakhs)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Balance with Revenue Authorities 7 8.71 1 9.74 2 .56
GST Input tax credit - - -
Other Short Term Advances 2 3.06 0 .66 2 2.57
Accrued Interest 2 9.19 - -
Prepaid Expenses* 1 ,271.22 - -
TOTAL 1 ,402.18 2 0.40 2 5.13
*Note: Includes eligible expenses incurred in connection with proposed initial public offer of equity shares of the Company amounting to Rs. 64.96 lakhs for the year ended March 31, 2025 (March 2024: NIL), recoverable from selling shareholders
or adjustable against securities premium of the IPO proceeds.
ANNEXURE - 23
STATEMENT OF REVENUE FROM OPERATIONS AS RESTATED (Amount in ₹ Lakhs)
Particulars Fo Mr ath rce hy e 3a 1r ,2 e 0n 2d 5ed Fo Mr ath rce hy e 3a 1r ,2 e 0n 2d 4ed For the year ended March 31,2023
Sale of Services
Domestic Operations 4 ,466.58 1 ,464.49 6 88.01
International Operations 1 4,922.98 9 ,184.20 2 ,722.71
TOTAL 1 9,389.56 1 0,648.69 3 ,410.72
ANNEXURE - 24
STATEMENT OF OTHER INCOME AS RESTATED (Amount in ₹ Lakhs)
Particulars Fo Mr ath rce hy e 3a 1r ,2 e 0n 2d 5ed Fo Mr ath rce hy e 3a 1r ,2 e 0n 2d 4ed For the year ended March 31,2023
Interest Income 8 5.13 0 .37 0 .08
Net Foreign Exchange Gain 6 3.40 2 3.05 3 3.83
Other Non-operating Income (Refer Note below) 0 .29 - 2 3.62
TOTAL 1 48.82 2 3.42 5 7.53
Details of Other Non Operating Income (Amount in ₹ Lakhs)
Particulars Fo Mr ath rce hy e 3a 1r ,2 e 0n 2d 5ed Fo Mr ath rce hy e 3a 1r ,2 e 0n 2d 4ed For the year ended March 31,2023
Other Non-operating Income:
Scrap Sales 0 .25 - 2 3.62
Gain on disposal of asset 0 .04 - -
Commission Charges - - -
TOTAL 0 .29 - 2 3.62
ANNEXURE - 25
STATEMENT OF DIRECT EXPENSES AS RESTATED (Amount in ₹ Lakhs)
Particulars Fo Mr ath rce hy e 3a 1r ,2 e 0n 2d 5ed Fo Mr ath rce hy e 3a 1r ,2 e 0n 2d 4ed For the year ended March 31,2023
Purchase of Spares and Consumables
Purchase of Spare Parts and Rotables 0 .49 9 04.55 -
Purchase of Consumables 4 16.67 7 7.22 -
Add: Opening Inventories 6 71.48 - -
Less: Closing Inventory ( 890.93) ( 671.48) -
Sub Total (A) 1 97.71 3 10.28 -
Direct Expenses
Aircraft Lease Charges 1 ,125.90 3 09.57 -
Crew Transport & Hotel Charges 8 6.30 3 6.17 6 .20
Guest Food and Beverages - - 0 .15
Aircraft Handling Charges 4 43.12 1 70.65 5 .45
Aircraft Maintenance 2 47.62 1 28.05 -
Aircraft Fuel Expenses 6 49.39 1 43.60 -
Aircraft Charter Charges 1 0,621.83 7 ,529.45 2 ,736.34
Crew Salary & Allowance 1 67.85 4 4.97 -
Maintenance Program - - -
- MRO Fees 5 66.48 1 25.63 -
- CAMO Fees - 9 .36 -
Professional Charges - 1 0.84 1 6.35
Aircraft Insurance 4 9.94 1 2.49 -
DGCA Fee 0 .09 1 .53 -
Other Aircraft Charges 2 4.40 8 .37 4 .17
Other Direct costs 3 08.69 9 1.92 1 9.50
Sub Total (B) 1 4,291.61 8 ,622.59 2 ,788.15
TOTAL (A+ B) 1 4,489.31 8 ,932.87 2 ,788.15
217ANNEXURE - 26
STATEMENT OF EMPLOYEE BENEFIT EXPENSES AS RESTATED (Amount in ₹ Lakhs)
Particulars Fo Mr ath rce hy e 3a 1r ,2 e 0n 2d 5ed Fo Mr ath rce hy e 3a 1r ,2 e 0n 2d 4ed For the year ended March 31,2023
Salaries & Wages (Refer Note below) 3 75.24 8 1.21 6 1.79
Contribution to Provident and Other Funds 4 .07 2 .20 -
Gratuity expenses 4 .07 6 .59 ( 0.07)
Expenses on Employee Stock Option Plan (ESOP) - - -
Staff Welfare 6 8.02 4 .64 0 .02
TOTAL 4 51.40 9 4.64 6 1.74
Note: SALARIES & WAGES (Amount in ₹ Lakhs)
Particulars Fo Mr ath rce hy e 3a 1r ,2 e 0n 2d 5ed Fo Mr ath rce hy e 3a 1r ,2 e 0n 2d 4ed For the year ended March 31,2023
a. Salary 3 38.84 5 7.21 6 1.79
b. Director's Remuneration 3 6.40 2 4.00 -
TOTAL 3 75.24 8 1.21 6 1.79
ANNEXURE - 27
STATEMENT OF FINANCE COSTS AS RESTATED (Amount in ₹ Lakhs)
Particulars Fo Mr ath rce hy e 3a 1r ,2 e 0n 2d 5ed Fo Mr ath rce hy e 3a 1r ,2 e 0n 2d 4ed For the year ended March 31,2023
Interest Expenses 1 76.01 4 6.68 1 09.48
Other Borrowing Costs 3 3.86 3 3.26 0 .54
TOTAL 2 09.87 7 9.95 1 10.02
ANNEXURE - 28
STATEMENT OF DEPRECIATION & AMORTISATION EXPENSES AS RESTATED (Amount in ₹ Lakhs)
Particulars Fo Mr ath rce hy e 3a 1r ,2 e 0n 2d 5ed Fo Mr ath rce hy e 3a 1r ,2 e 0n 2d 4ed For the year ended March 31,2023
Depreciation on Property, Plant and Equipment 3 1.57 2 7.30 1 .29
TOTAL 3 1.57 2 7.30 1 .29
ANNEXURE - 29
STATEMENT OF OTHER EXPENSES AS RESTATED (Amount in ₹ Lakhs)
Particulars Fo Mr ath rce hy e 3a 1r ,2 e 0n 2d 5ed Fo Mr ath rce hy e 3a 1r ,2 e 0n 2d 4ed For the year ended March 31,2023
Payment to Auditors 2 8.50 5 .00 3 .50
Business Promotion Expenses 6 8.64 1 8.53 8 0.43
Car Maintenance & Fuel - - 1 .63
Printing & Stationery 5 .35 3 .70 1 .35
Rates & Taxes 4 0.01 1 1.16 3 .34
Sundry Expenses - - 0 .00
Telephone & Internet Charges 0 .93 0 .33 0 .13
Website Charges 1 .95 0 .05 -
Office Expenses 6 .21 1 .73 1 .89
Late Fee on GST - - 0 .06
Import Permit Charges - - 2 .00
Postage & Courier 0 .74 0 .54 0 .15
Software Subscription 1 .72 0 .05 0 .00
Power & Fuel 2 .76 4 .11 -
Office Rent 8 3.33 4 4.28 -
Travelling & Conveyance 9 9.44 1 9.40 1 .00
Insurance 2 .62 0 .17 -
Professional and Consultancy Charges 9 0.71 8 .47 -
Brokerage & Commission 2 .58 2 4.89 -
Repairs & Maintenance 6 .02 3 .32 0 .04
Loss on Sale of Fixed Assets 1 .97 - -
CSR Expenses 1 2.94 - -
TOTAL 4 56.44 1 45.74 9 5.52
PAYMENT TO AUDITORS (Amount in ₹ Lakhs)
Particulars Fo Mr ath rce hy e 3a 1r ,2 e 0n 2d 5ed Fo Mr ath rce hy e 3a 1r ,2 e 0n 2d 4ed For the year ended March 31,2023
a. Statutory Audit Fees 4 .00 4 .00 3 .00
b. Tax Audit Fees 2 .00 1 .00 0 .50
c. Others Services 2 2.50 - -
TOTAL 2 8.50 5 .00 3 .50
CSR EXPENSES (Amount in ₹ Lakhs)
Particulars Fo Mr ath rce hy e 3a 1r ,2 e 0n 2d 5ed Fo Mr ath rce hy e 3a 1r ,2 e 0n 2d 4ed For the year ended March 31,2023
(i) Gross amount required to be spent 1 2.94 - -
(ii) Amount apporved by the board to be spent 1 2.94 - -
(iii) Amount of expenditure spent - - -
(iv) Amount of provision made 1 2.94 - -
TOTAL 1 2.94 - -
Note: For the financial year 2024-25, the unspent CSR obligation as on March 31, 2025 will be transferred by company to a separate account ("Unspent CSR Account") within 6 months from the end of FY 2024-25.
ANNEXURE - 30
STATEMENT OF EARNINGS PER SHARE AS RESTATED (Amount in ₹ Lakhs)
Particulars Fo Mr ath rce hy e 3a 1r ,2 e 0n 2d 5ed Fo Mr ath rce hy e 3a 1r ,2 e 0n 2d 4ed For the year ended March 31,2023
Restated PAT as per P&L Account for Basic EPS 2 ,840.61 1 ,124.92 3 44.06
Restated PAT as per P&L Account for Diluted EPS 2 ,840.61 1 ,124.92 3 44.06
Basic EPS
Weighted Average Number of
Equity Shares at the end of the 1 ,11,51,140 7 8,08,416 6 1,01,359
Year / Period
Diluted EPS
Weighted Average Number of
Equity Shares at the end of the 1 ,11,51,140 7 8,08,416 6 1,01,359
Year / Period (Pre - Bonus Issue)
Net Worth 1 5,037.67 6 ,538.14 1 ,911.12
Current Assets 1 1,892.58 3 ,232.30 1 ,239.19
Current Liabilities 3 ,196.84 8 91.55 8 09.81
EBITDA 4 ,141.23 1 ,498.85 5 22.83
Earnings Per Share
Basic (Rs.) 2 5.47 1 4.41 5 .64
Diluted (Rs.) 2 5.47 1 4.41 5 .64
Net Asset Value Per Equity Share (Rs.) 1 17.97 2 03.67 8 8.89
Return on Net Worth (%) 18.89% 17.21% 18.00%
Current Ratio 3 .72 3 .63 1 .53
Ratios have been calculated as below
Basic and Diluted Earnings Per Share (EPS) (Rs.) WeightedR e As vta et re ad g eP r No ufi mt a bf ete r r o T f Eax q ua iv ta yi l Sa hb ale re t so a e tq tu hi et y e nS dh a or fe th ho el d ye er as r / period
Return on Net Worth (%) Restate Rd eP sr tao tf eit d a Nft ee tr WTa ox r ta hv oa fi l Eab ql ue i tt yo Seq hu arit ey h oS lh da er re sholders
Net Asset Value per equity share (Rs.) Number of ER qe us it ta yt e Sd h N are et s W ouo tr st th a no df iE ngq u ai tt y th S e h ea nr de h oo f l td he er s year / period
218ANNEXURE - 31
STATEMENT OF TAX SHELTER AS RESTATED (Amount in ₹ Lakhs)
Particulars Fo Mr ath rce hy e 3a 1r ,2 e 0n 2d 5ed Fo Mr ath rce hy e 3a 1r ,2 e 0n 2d 4ed For the year ended March 31,2023
Profit before tax as per books of 3 ,899.78 1 ,391.61 4 11.52
Normal Corporate Tax Rate (B) 25.17% 25.17% 25.17%
Minimum Alternative Tax Rate - - -
Tax Expenses at Nominal Rate (D = 9 81.50 3 50.24 1 03.57
Permanent Differences
Other adjustments ( 172.29) ( 603.53) ( 139.56)
Total Permanent Differences (E) ( 172.29) ( 603.53) ( 139.56)
Temporary Differences
On Account of Depreciation
Depreciation as per Books of 3 1.57 2 7.30 1 .29
Depreciation as per Income tax 1 32.37 2 13.82 1 .20
Subtotal ( 100.80) ( 186.51) 0 .09
Employee Gratuity
Disallowance under Sec 40 (a) (ia) 4 .07 6 .59 ( 0.07)
Allowance under Sec 40 (a) (ia) - - -
Subtotal 4 .07 6 .59 ( 0.07)
Preliminary Expenses
EIS Costs as per books of accounts 3 08.69 - -
Preliminary Expenses u/s. 35D ( 92.61)
Subtotal 4 01.30 - -
Total Timing Differences (F) 3 04.57 ( 179.92) 0 .02
Deduction under Chapter VI A (G) - - -
Deduction under section 80JJAA for - - -
Net Adjustments H = (E + F - G) 1 32.28 ( 783.45) ( 139.54)
Total Income 4 ,032.06 6 08.16 2 71.98
Other Adjustments - - -
Net adjustment after Loss (J = H - I) 4 ,032.06 6 08.16 2 71.98
Tax Expenses (Normal Tax 1 ,014.79 1 53.07 6 8.45
ANNEXURE - 32
STATEMENT OF RELATED PARTIES TRANSACTION AS RESTATED
S.No Name of the Party Nature of RP Relationship
1 Mr Deepak Parasuraman Managing Director Managing Director
2 Mr Kannan Ramakrishnan Director Director
3 Mr Ambashankar Whole Time Director Whole Time Director
4 M/s Shreshtha Business solutions LLP Promoter Group Entity controlled and influenced by director
5 Afcom Holdings Limited Group Company Company controlled and influenced by directors
6 M/s Chryseum corporate services private limited Group Company Company controlled and influenced by director
7 Mr Sanjay Srinivasan Key Managerial Personnel Chief Financial Officer (CFO)
8 Mrs. Geetha (from 22nd Oct 2024 to 7th Jan 2025) Key Managerial Personnel Company Secretary
9 Mr Narayanan Saptharishi (from 8th Jan 2025) Key Managerial Personnel Company Secretary
TRANSACTION WITH RELATED PARTIES DURING THE YEAR (Amount in ₹ Lakhs)
FY 2024-25 FY 2023-2024 FY 2022-2023
Name of the Related Party Nature of Trasaction
T Dr ua r Ys ia n ec agt r i to hn es (R a Me yA c a aem b 2ri 0lv co e 2a h u 5ab n 3sle t 1a ) ,t/ P T Dr ua r Ys ia n ec agt r i to hn es (R a Me yA c a aem b 2ri 0lv co e 2a h u 4ab n 3sle t 1a ) ,t/ P Trasactio Yns e aD ruring the ( lR e e ac se A i av tm 2a M 0bo 2lu ae 3) rn / ct P h a 3y 1a ,b
Unsecured Loan Given - - 2 ,715.98 - 9 80.35 ( 49.70)
Repayment of loan given - 2,666.29 1 ,078.46
Advance towards services 328.52 ( 328.52) - - - -
Sales - Chartered Fees - - - - - -
Profession Fee 3.68 - - - - -
Shreshtha Business Solutions LLP Reimbursement made against Expenditure 1 .42 1 .58 0 .06 - 3 .11 1 7.95
Recruitment Fees 0.21 - - - - -
Receipts towards issue of shares - - 955.93 - - -
A) attributable to paid up share capital - - 17.81 - - -
B) attributable to securities premium - - 938.12 - - -
U Un ns se ec cu ur re ed d L Lo oa an n t Ra ek pe an id 5 56 61 1. .3 30 0 - 7 7 65 .. 48 04 - 1 1 43 27 .. 92 45 0 .56
Receipts towards issue of shares - - 50.00 - - -
Amba Shankar BA )) aa tt tt rr ii bb uu tt aa bb ll ee tt oo sp ea ci ud r u itp ie s sh pa rr ee m c ia up mital - - - - 4 81 .. 54 73 -- - - --
Reimbursement made against Expenditure 6 1.88 ( 6.61) 6 9.62 ( 0.34) 6 .56 ( 15.52)
Remuneration Paid 23.90 2 0.06 24.00 0.44 5.00 -
U Un ns se ec cu ur re ed d L Lo oa an n t Ra ek pe an id 2 29 93 3. .3 37 7 - 6 6 77 00 .. 11 88 - 7 6 21 15 .. 92 42 -
Kannan Ramakrishnan Reimbursement made against Expenditure 1 .76 - 3 .32 2 .32 - -
Receipts towards issue of shares - - 2 30.00 - - -
A) attributable to paid up share - - 6 .59 - - -
B) attributable to securities premium - - 223.41 - -
Unsecured Loan taken 6.26 - - - 4 71.96 2 2.80
Unsecured Loan Repaid 6.26 22.80 4 91.63
Reimbursement made against Expenditure - - 0.17 - - -
Deepak Parasuraman Remuneration Paid 12.50 6.45 - - - -
Receipts towards issue of shares - - 200.00 - - -
A) attributable to paid up share - - 5.73 - - -
B) attributable to securities premium - - 194.27 - - -
Sanjay Srinivasan R Re em imu bn ue rr sa et mio en n P t a mid ade against Expenditure 1 21 2. .3 04 6 1 - .86 3 8 - .99 ( 1 - .37) - - - -
Afcom Holdings Limited U Ren pse ac yu mre ed n tL oo fa ln o ag ni v ge in ven 3 1 1 - .60 - 2 9 80 31 .. 48 45 ( 311.60) 3 2 ,, 29 72 68 .. 64 19 3 06.81
Chryseum Corporate Services Pvt Limited U Ren pse ac yu mre ed n tL oo fa ln o ag ni v ge in ven - - - 9 8 67 61 .. 29 05 - 1 1 29 25 .. 80 66 ( 94.26)
Advances towards services - - - - - -
Geetha Remuneration Paid 1.86 - - - - -
Narayanan Saptharishi Remuneration Paid 1.20 0.40 - - - -
ANNEXURE -33
STATEMENT OF PROVISION FOR GRATUITY AS RESTATED
Gratuity - The Present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method. This method considers each period of service as giving rise to an additional unit of benefit entitlement and measures each unit separately to
build up the final obligation.
Interest cost: It is the increase in the Plan liability over the accounting period resulting from the operation of the actuarial assumption of the interest rate.
Current Service Cost: is the discounted present value of the benefits from the Plan's benefit formula attributable to the services rendered by employees during the accounting period.
Actuarial Gain or Loss: occurs when the experience of the Plan differs from that anticipated from the actuarial assumptions. It could also occur due to changes made in the actuarial assumptions.
(i) RECONCILIATION OF OPENING AND CLOSING BALANCE OF GRATUITY OBLIGATIONS: (Amount in ₹ Lakhs)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Net Liability as at the Beginning of the Period 7 .03 0 .44 0 .51
Net Expenses in P/L A/c 4 .07 6 .59 ( 0.07)
Benefits Paid - - -
Net Liability as at the End of the Period 1 1.10 7 .03 0 .44
Present Value of Gratuity Obligation (Closing) 1 1.10 7 .03 0 .44
(ii) EXPENSES RECOGNISED IN STATEMENT OF PROFIT AND LOSS DURING THE YEAR: (Amount in ₹ Lakhs)
Particulars Fo Mr ath rce hy e 3a 1r ,2 e 0n 2d 5ed Fo Mr ath rce hy e 3a 1r ,2 e 0n 2d 4ed For the year ended March 31,2023
Interest Cost 0 .51 0 .03 0 .04
Current Service Cost 6 .08 4 .64 0 .15
Past Service Cost - - -
Expected Return on Plan Assets - - -
Curtailment Cost (Credit) - - -
Settlement Cost (Credit) - - -
Net Actuarial (gain) / loss ( 2.52) 1 .92 ( 0.26)
Net Expenses to be recognized in P&L 4 .07 6 .59 ( 0.07)
TOTAL 4 .07 6 .59 ( 0.07)
219(iii) CHANGES IN BENEFIT OBLIGATIONS: (Amount in ₹ Lakhs)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Opening Defined benefit Obligation 7 .03 0 .44 0 .51
Current Service Cost 6 .08 4 .64 0 .15
Interest Cost for the Year 0 .51 0 .03 0 .04
Actuarial losses (gains) ( 2.52) 1 .92 ( 0.26)
Benefits Paid - - -
Closing Defined Benefit Obligation 1 1.10 7 .03 0 .44
TOTAL 1 1.10 7 .03 0 .44
(iv) ACTUARIAL ASSUMPTIONS: (Amount in ₹ Lakhs)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Rate of Discounting 7.08% 7.26% 7.58%
Salary Escalation* 5.00% 5.00% 5.00%
Attrition Rate 10.00% 10.00% 10.00%
Mortality rate during employment Indian (I 2n 0d 1ia 2n -1 A 4s ) s Uur le tid m L ai tv e es Mortality MIn od ri ta an li tA ys (s 2u 0re 1d 2 -L 1i 4v )e s U ltimate UIn ltd imia an t eA ssured Lives Mortality (2012-14)
*The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.
ANNEXURE -34
STATEMENT OF CONTINGENT LIABILITY AS RESTATED (Amount in ₹ Lakhs)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Claims against the Company not Acknowledged as Debt*
TDS demand 4 6.27 -
Income Tax demand - - -
GST 1 3.65 - -
Other money for which the Company is Contingently liable - - -
Commitments - - -
TOTAL 5 9.92 - -
Notes *
TDS demand
The Company has TDS demand as per TRACES due to interest and late fees for the total demand amount of Rs 46.27 Lakhs. However the company has plans to file rectification against the outstanding TDS with the appropriate authorities and the company is confident
of obtaining relief from the demand.
GST
The Company has demand in GST for Rs. 13.65 Lakhs for FY 21-22 with respect to claim of ITC for an inadvertent error of reporting zero value in the GST Annual return. The same has been taken up by the company with the GST department and submitted the
relevant proof substantiating it. Since it was an inadvertent error, in all likelihood the order may be reversed by the department.
ADDITIONAL DISCLOSURES WITH RESPECT TO AMENDMENTS TO SCHEDULE III AS RESTATED ANNEXURE -35
(i) The Company have no immovable property whose title deeds are not held in the name of the company.
(ii) The Company has not revalued its Property, Plant and Equipment during the reporting years.
(iii) Loans and Advances granted to Promoters, Directors, KMP and Related Parties:
There are no Loans and Advances in the nature of loans that are granted to promoters, directors, KMP's and the related parties either severally or jointly with any other person, that are repayable on demand.
(iv) The Company does not have any Capital Work in progress in any of the financial years.
(v) The Company has Intangible Assets under development comprising of part payment made towards acquiring of Trademark, as at the end of balance sheet date 31st March 2025.
Ageing Schedule of Intangible Assets under development as on 31st March 2025
(Amount in ₹ Lakhs)
Particulars Less than 1 year 1 - 2 2 - 3 More than 3 years Tota
Projects in progress:-
Trademark 0.70 - - - #
Projects temporarily suspended - - - - -
There are no intangible assets under development for the balance sheet dated 31st March 2024, 31st March 2023.
(vi) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.
(vii) The Company has made borrowing from the banks or financial institutions on the basis of security of current assets, and the statements of current assets as required to be filed by the Company with any the banks or financial institutions are done periodically and are
in accordance with the books of accounts.
(viii) The Company is not declared as wilful defaulter by any bank or financial institution or other lender.
(ix) The Company has not entered into any transactions with companies struck off.
(x) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(xi) The Company has no subsidiaries with one layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.
(xii) No Scheme of Arrangements has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.
(xiii) Utilisation of Borrowed funds and share premium:
A. The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
B. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(xiv) The Company has not entered into any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the period in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other
relevant provisions of the Income Tax Act, 1961).
(xv) The Company has not traded or invested in Crypto currency or Virtual Currency during the year.
(xvi) Value of import on CIF Basis (Amount in ₹ Lakhs)
Particulars Fo Mr ath rce hy e 3a 1r ,2 e 0n 2d 5ed Fo Mr ath rce hy e 3a 1r ,2 e 0n 2d 4ed For the year ended March 31,2023
Purchase of Spares & Consumables 1 59.16 4 00.42 -
Purchase of capital goods - - -
TOTAL 1 59.16 4 00.42 -
(xvii) EARNINGS IN FOREIGN CURRENCY (Amount in ₹ Lakhs)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Export of services 1 4,922.98 9 ,184.20 2 ,722.71
TOTAL 14,922.98 9 ,184.20 2 ,722.71
(xviii) EXPENDITURE IN FOREIGN CURRENCY (Amount in ₹ Lakhs)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Subscription 1 5.71 1 0.22 -
Purchase of Spares & Consumables 1 59.16 4 00.42 -
Employee benefit expenses 5 0.86 7 9.16 -
Aircraft Charter Charges 1 1,463.19 7 ,523.13 2 ,501.84
Data Processing Charges - 4 2.98 -
Lease Rental 1 ,125.90 8 27.92 -
AMC Charges 3 14.16 2 80.74 -
TOTAL 1 3,128.99 9 ,164.57 2 ,501.84
(xix) Disclosure on applicability of Segment Reporting
As the company’s operations are not divided into different business segments or various geographical locations, so the disclosure requirement as per AS 17 are not applicable and no segment information is provided.
220(xx) Ratios
(Amount in ₹ Lakhs)
As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Particulars
Numerator Denominator Ratio Numerator Denominator Ratio Numerator Denominator Ratio
Current Ratio (in times)
11,892.58 3,196.84 3.72 3,232.30 891.55 3.63 1,239.19 809.81 1.53
Current Assets / Current liabilities
Debt-Equity Ratio (in times)
Total Outside Liabilities / Total Shareholder's 1,792.67 15,037.67 0.12 255.59 6,644.16 0.04 336.31 1,172.47 0.29
Equity
Debt Service Coverage Ratio (in times)
4,141.23 205.20 20.18 1,498.85 49.02 30.57 522.83 111.53 4.69
EBITDA / (Interest + Principal)
Return on Equity Ratio (in times)
(Net Profit After Taxes - Preference Dividend if 2,840.61 10,840.91 0.26 1,124.92 3,908.31 0.29 344.06 812.94 0.42
any) /Average Shareholders fund
Trade Receivables Turnover Ratio
19,389.56 1,373.65 14.12 10,648.69 556.87 19.12 3,410.72 525.37 6.49
Credit Sales / Average Trade Receivables
Inventory Turnover Ratio (in times)
NA NA NA NA NA NA NA NA NA
COGS or sales / Average Inventory
Trade payable Turnover Ratio (in times)
14,708.76 232.59 63.24 9,604.36 136.43 70.40 2,788.15 184.09 15.15
Credit purchases/ Average Trade Payables
Net Capital Turnover Ratio (in times)
Cost of Goods Sold (or) Sales / Average working 14,489.31 5,518.24 2.63 8,932.87 1,385.06 6.45 2,788.15 333.04 8.37
capital
Net Profit Ratio (in %)
2,840.61 19,389.56 15% 1,124.92 10,648.69 11% 344.06 3,410.72 10%
Net Profit / Total Sales
Return on Capital Employed (in %)
4,109.65 16,830.34 24% 1,471.55 6,899.75 21% 521.55 1,508.77 35%
(EBIT / Capital Employed) * 100
Return On investment (in %)
(Income generated from investment funds / Total NA NA NA NA NA NA NA NA NA
Investment)
221Variance Analysis
As at March 31, 2025 As at March 31, 2024
Particulars
Variance Reason for Variance Variance Reason for Variance
Increase in Trade Receivables, Increase in Purchase of Inventory of
Current Ratio (in times)
2.61% other current liabilites and short term 136.93% Consumables and also due to
Current Assets / Current liabilities
provisions. intercompany advances given
Improvement in the Revenue
Debt-Equity Ratio (in times) Improvement in the Revenue and Profit and Profit after tax of the
Total Outside Liabilities / Total Shareholder's 209.90% after tax of the company which contributed (86.59%) company which contributed
Equity in increase in Shareholders' equity in increase in Shareholders'
equity
The DSCR is comfortable as
Debt Service Coverage Ratio (in times) the fixed debt portion is low
(33.99%) Due to increase in long-term borrowings. 552.21%
EBITDA / (Interest + Principal) at any point of time over the
years
Return on Equity Ratio (in times)
Increase in the additional issue of Equity Increase in the additional
(Net Profit After Taxes - Preference Dividend if (8.96%) (31.99%)
Shares issue of Equity Shares
any) /Average Shareholders fund
The postive variance is due
to the prompt and timely
Trade Receivables Turnover Ratio Increase in sales thereby increasing trade realisation of debtors
(26.18%) 194.55%
Credit Sales / Average Trade Receivables receivables. comparing the Previous year
despite of remarkable
increase in revenue
Inventory Turnover Ratio (in times)
NA NA NA NA
COGS or sales / Average Inventory
The ratio has increased due
to the effective system in
Trade payable Turnover Ratio (in times) Increase in purchases leading to increase in
(10.17%) 364.81% place to meet the timely
Credit purchases/ Average Trade Payables Trade Payables.
creditor payments comparing
the previous years
222The dip is observed due to
Net Capital Turnover Ratio (in times) The dip is observed due to increased Cost
increased Cost of Sales in the
Cost of Goods Sold (or) Sales / Average working (59.29%) of Sales in the year in line with the (22.96%)
year in line with the
capital inprovement in the Revenue
inprovement in the Revenue
PAT has increased in line
PAT has increased in line with the
with the increased topline
Net Profit Ratio (in %) increased topline comparing the previous
38.68% 4.72% comparing the previous years
Net Profit / Total Sales years with effective management of direct
with effective management of
and indirect costs
direct and indirect costs
Increase in the additional
Return on Capital Employed (in %) Improvement in the Revenue and Profit issue of Equity Shares and
14.49% (38.30%)
(EBIT / Capital Employed) * 100 before tax of the company increases in working capital
loan
Return On investment (in %)
(Income generated from investment funds / Total NA NA NA NA
Investment)
223CAPITALISATION STATEMENT
(in ₹ lakhs)
Particulars Pre- Issue at March 31, As adjusted for the
2025 proposed Issue^
Total borrowings 1,792.67 1,792.67
Current borrowings 952.10 952.10
Non-current borrowings (including current
840.57 840.57
maturity of long term borrowings)*
Total equity 12,884.67 23,137.92
Equity share capital 1,274.68 1,730.38
Reserves and Surplus* 11,609.99 21,407.54
Ratio: Non-current borrowings/ Total equity 0.07 0.04
Ratio: Total borrowings / total equity 0.14 0.08
* Reserves and Surplus includes all reserves created out of the profits and securities premium account and debit or credit balance of profit
and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not
written off (which includes Entry into services and Pre Operative Expenses), but does not include reserves created out of revaluation of assets,
write-back of depreciation, each as applicable for the Company on a restated basis.
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224OTHER FINANCIAL INFORMATION
Particulars As at and for the financial year ended March 31,
2025 2024 2023
Earnings per equity share (Face Value of ₹10/- each)
Basic and Diluted EPS (in ₹)(1) 25.47 14.41* 5.64*
Return on Net Worth (%)(1) 32.25% 38.35% 45.02%
Net asset value per equity share (₹)(1) 101.08 49.14* 17.57*
Share Capital (₹ in lakhs) 1,274.68 321.02 215.00
Adjusted Reserves(2) (₹ in lakhs) 11,609.99 4,411.45 918.47
Adjusted Net worth(4) (in ₹ lakhs) 12,884.67 4732.47 1133.47
EBITDA(1) 4,141.23 1,498.85 522.83
* The same is adjusted for giving effect of bonus issue in ratio of 2:1 on November 25, 2024.
1. The ratios on the basis of Restated Financial Statements have been computed as below:
Basic Earnings per = Net profit as restated, attributable to equity shareholders divided by
share (₹) Weighted average number of equity shares.
Diluted Earnings per = Net profit as restated, attributable to equity shareholders divided by
share (₹) Weighted average number of dilutive equity shares.
Return on net worth (%) = Net profit after tax, as restated divided by average net worth, where
average net worth is calculated by dividing sum of closing net worth
of the current fiscal year and closing net worth of the previous
fiscal year by two. Net Worth of FY 2021 is taken from audited
financial statements
Net Asset Value (NAV) = Adjusted Net worth as restated at the end of the period divided by
per equity share (₹) Number of equity shares outstanding at the end of the period.
EBITDA = Restated profit/(loss) after tax for the respective Fiscal plus tax
expenses plus finance costs plus depreciation and amortization
2. Adjusted Reserves means the aggregate value of the all reserves created out of the profits and securities
premium account and debit or credit balance of profit and loss account, after deducting the aggregate
value of the accumulated losses, deferred tax assets, deferred expenditure and miscellaneous expenditure
not written off, but does not include reserves created out of revaluation of assets, write-back of
depreciation and amalgamation
3. Weighted average number of Equity Shares is the number of Equity Shares outstanding at the beginning
of the year adjusted by the number of Equity Shares issued during the year multiplied by the time
weighting factor. The time weighting factor is the number of days for which the specific shares are
outstanding as a proportion of total number of days during the year. This has been adjusted for all
periods presented by giving effect to the subdivision subsequent to the balance sheet date.
4. “Adjusted Net worth” means the aggregate value of the paid-up share capital and Adjusted Reserves
5. The above ratios have been computed on the basis of the Restated Financial Information.
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225MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATIONS
You should read the following discussion of our financial condition and results of operations together with our
restated financial information as of and for the financial years ended March 31, 2025, March 31, 2024, and
March 31, 2023. Our Restated Financial Statements have been derived from our audited financial statements and
restated in accordance with the SEBI ICDR Regulations and the ICAI Guidance Note. Our financial statements
are prepared in accordance with Indian GAAP, including the schedules, annexures and notes thereto and the
reports thereon, included in the section titled “Financial Information” on page 202 of this Prospectus. Unless
otherwise stated, the financial information used in this section is derived from the restated financial statements of
our Company.
This discussion contains forward-looking statements and reflects our current views with respect to future events
and financial performance. Actual results may differ materially from those anticipated in these forward-looking
statements as a result of certain factors such as those set forth in the sections titled “Risk Factors” and “Forward-
Looking Statements” on pages 30 and 20 respectively, of this Prospectus.
These financial statements have been prepared in accordance with Indian GAAP. Indian GAAP differs in certain
significant respects from U.S. GAAP, IFRS and Ind AS. We have neither attempted to quantify the impact of IFRS
or U.S. GAAP on the financial data included in this Prospectus nor do we provide a reconciliation of our financial
statements to those under U.S. GAAP or IFRS or Ind AS. Accordingly, the degree to which the Indian GAAP
financial statements included in this Prospectus will provide meaningful information is entirely dependent on the
reader’s level of familiarity with the Companies Act, Indian GAAP and the SEBI ICDR Regulations. Any reliance
on the financial disclosure in this Prospectus, by persons not familiar with Indian Accounting Practices, should
accordingly be limited.
References to the “Company”, “we”, “us” and “our” in this chapter refer to FlySBS Aviation Limited (formerly
known as FlySBS Aviation Private Limited ), as applicable in the relevant fiscal period, unless otherwise stated.
OVERVIEW OF OUR BUSINESS
We are engaged in the business of providing private, non-scheduled air charter services from India, focusing on
delivering seamless air travel solutions to elite clientele. We are DGCA approved Non-Scheduled Airline Operator
holding a valid Air Operator Permit. Our customer base includes entrepreneurs, senior corporate executives,
politicians, diplomats, celebrities, and other VIPs, all of whom require tailored services to meet their specific
travel needs. These demands often encompass flexible flight schedules, access to exclusive destinations, premium
luxury amenities, privacy, and stringent security protocols. Our charter services cater to a range of specific travel
needs, such as direct travel convenience, multi-destination within tight timeframes, or access to locations lacking
commercial flight connectivity. Additionally, our services are frequently sought for critical purposes like medical
emergencies, key business meetings, promotional events, and other high-priority engagements.
SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our financial condition and results of operations are affected by numerous factors and uncertainties, including
those discussed in the section entitled “Risk Factors” on page 30 of this Prospectus. The following are certain
factors that have had, and we expect will continue to have, a significant effect on our financial condition and
results of operations:
1. Growth in numbers and wealth of affluent class (HNIs and UHNIs) in India;
2. Demand of private air chartering services from mid to large sized business corporations (including multi-
national corporations);
3. Optimum utilisation of existing and newly added aircraft in our fleet;
4. Changes in prices of crude oil and aviation turbine fuel in domestic and international markets;
5. Availability of pilots, cabin crew and other skilled personnel for handling and operating our aircrafts;
2266. Changes in laws and regulations that apply to the Aviation Industry and more specifically in the Non-
Scheduled Operators segment;
7. Availability of desired aircraft for inducting in our fleet;
8. Ability to source adequate funding alternatives at acceptable terms to finance the acquisition of aircrafts
for our fleet;
9. Ability to manage fixed overheads and achieve economies of scale in our business operations;
10. Volatility in exchange rates of foreign currency and overall condition of foreign exchange market;
11. Availability of adequate infrastructure at various airports for ground handling operations;
12. Seasonality in demand of private air chartering services;
13. Regular upkeeping and maintenance of aircrafts for optimum performance;
14. Competition from commercial airlines offering business and first-class segment to its customers;
15. Competition from other Non-Scheduled Air Operators in and outside India;
16. Branding and marketing strategy of our Company;
17. Changes in interest rates and tax laws in India.
SIGNIFICANT ACCOUNTING POLICIES
The accounting policies have been applied consistently to the periods presented in the Restated Financial
Statements. For details of our significant accounting policies, please refer section titled “Financial information”
on page 202 of this Prospectus.
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227RESULTS OF OUR OPERATIONS
The following discussion on results of operations should be read in conjunction with the Restated Financial Statements of Company for the financial year
ended March 31, 2025, March 31, 2024, and March 31, 2023:
(₹ in lakhs)
Financial Year 2025 Financial Year 2024 Financial Year 2023
Particulars % of Total % of Total % of Total
Amount Amount Amount
Income Income Income
Revenue from Operations 19,389.56 99.24% 10,648.69 99.78% 3,410.72 98.34%
Other Income 148.82 0.76% 23.42 0.22% 57.53 1.66%
Total Income 19,538.38 100.00% 10,672.11 100.00% 3,468.25 100.00%
Direct Operating Expense 14,489.31 74.16% 8,932.87 83.70% 2,788.15 80.39%
Employee Benefits expenses 451.40 2.31% 94.64 0.89% 61.74 1.78%
Other Expenses 456.44 2.34% 145.74 1.37% 95.52 2.75%
EBITDA 4,141.23 21.20% 1,498.85 14.04% 522.83 15.07%
Finance costs 209.87 1.07% 79.95 0.75% 110.02 3.17%
Depreciation and Amortization expenses 31.57 0.16% 27.30 0.26% 1.29 0.04%
Total Expenses 15,638.60 80.04% 9,280.51 86.96% 3,056.73 88.13%
Profit /(Loss) before tax 3,899.78 19.96% 1,391.61 13.04% 411.52 11.87%
Tax expense:
- Current Tax 1,014.79 5.19% 153.07 1.43% 68.45 1.97%
- Deferred Tax 44.38 0.23% 113.61 1.06% (0.99) -0.03%
Net Tax expenses 1,059.17 5.42% 266.68 2.50% 67.47 1.95%
Profit/(Loss) after tax 2,840.61 14.54% 1,124.92 10.54% 344.06 9.92%
228PRINCIPAL COMPONENTS OF OUR STATEMENT OF PROFIT AND LOSS ACCOUNT
Total Income
Our total income for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 were
amounting to ₹ 19,538.38 lakhs, ₹ 10,672.11 lakhs and ₹ 3,468.25 lakh, respectively. Our total income comprises
of:
Revenue from operations
Our revenue from operations comprises revenue from sales of services for local operations and international
operations. International operation is identified as the trip where atleast one leg of itinerary (arrival and/or
departure) is from/to a place which is outside India. In case where both arrival as well as departure is within India,
the revenue from such journey is recognized under domestic operations. Our revenue from operations amounted
to ₹ 19,389.56 lakhs, ₹ 10,648.69 lakhs and ₹ 3,410.72 lakhs for the financial years ended March 31, 2025, March
31, 2024 and March 31, 2023, respectively, which accounted for 99.24%, 99.78% and 98.34%, respectively, of
our total income.
Other Income
Our other income primarily comprises of interest income, net foreign exchange gain and other non-operating
income (includes scrap sales and commission charges). Our other income were amounting to ₹ 148.82 lakhs, ₹
23.42 lakhs and ₹ 57.53 lakhs for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023,
respectively, which accounted for 0.76%, 0.22% and 1.66%, respectively, of our total income.
Expenses
Our total expenses were amounting to ₹ 15,638.60 lakhs, ₹ 9,280.50 lakhs and ₹ 3,056.73 lakhs for the financial
years ended March 31, 2025, March 31, 2024 and March 31, 2023, respectively, which accounted for 80.04%,
86.96% and 88.13%, respectively, of our total income. Our expenses primarily consist of the following:
Direct Operating Expense
Direct operating expense consists of aircraft lease charges, crew transport & hotel charges, guest food and
beverages, aircraft handling charges, aircraft charter charges, aircraft maintenance, aircraft fuel expenses, crew
salary & allowances, maintenance program includes MRO fees and CAMO fees, professional charges aircraft
insurance, DGCA fees, amortization of pre-operative expenses, amortization of entry to the service cost and other
aircraft related charges. Our direct operating expense amounted to ₹ 14,489.31 lakhs, ₹ 8,932.87 lakhs and ₹
2,788.15 lakhs for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, respectively,
which accounted to 74.16%, 83.70% and 80.39%, respectively, of our total income.
Employee Benefits Expense
Employee Benefits expenses primarily consist of salary & wages to staff, employer’s contribution to welfare fund,
staff training, directors’ remuneration, employees gratuity, employees insurance and other staff welfare expenses.
Our employee benefits expenses amounted to ₹ 451.40 lakhs, ₹ 94.64 lakhs and ₹ 61.74 lakhs for the financial
years ended March 31, 2025, March 31, 2024 and March 31, 2023 which accounted to 2.31%, 0.89% and 1.78%,
respectively, of our total income.
Finance Costs
Finance costs consist of interest on borrowings availed, bank and processing charges and interest expenses on
statutory dues. Our finance costs amounted to ₹ 209.87 lakhs, ₹ 79.95 lakhs and ₹ 110.02 lakhs, respectively, for
the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, respectively, which accounted
to 1.07%, 0.75% and 3.17%, respectively, of our total income respectively.
229Depreciation and Amortization
Depreciation and Amortization consist of depreciation of our tangible assets (including aircraft components and
equipments, computer, office equipments, furniture and fittings and other tangible assets). Our depreciation and
amortization expense amounted to ₹ 31.57 lakhs and ₹ 27.30 lakhs, ₹ 1.29 lakhs for the financial years ended
March 31, 2025, March 31, 2024 and March 31, 2023, respectively, which accounted to 0.16%, 0.26% and 0.04%,
respectively, of our total income respectively.
Other Expenses
Other expenses primarily include business promotion expenses, office rent, travel expense, brokerage &
commission, professional and consultancy charges and rates & taxes. Our other expenses amounted to ₹ 456.44
lakhs, ₹ 145.74 lakhs and ₹ 95.52 lakhs for the financial years ended March 31, 2025, March 31, 2024 and March
31, 2023, respectively, which accounted for 2.34%, 1.37% and 2.75%, respectively, of our total income.
Profit after tax
The profit after tax amounted to ₹ 2,840.61 lakhs, ₹ 1,124.92 lakhs and ₹ 344.06 lakhs for the financial years
ended March 31, 2025, March 31, 2024 and March 31, 2023, respectively, which accounted for 14.54%, 10.54%
and 9.92%, respectively, of our total income.
FINANCIAL YEAR 2025 COMPARED TO FINANCIAL YEAR 2024
Total Income
Our total income increased by 83.08% from ₹ 10,672.11 lakhs in the financial year ended March 31, 2024 to ₹
19,538.38 lakhs in the financial year ended March 31, 2025 primarily due to an increase in sales of our domestic
and international operation resulting into increase in revenue from operations.
Revenue from operations
Our revenue from operations increased by 82.08% from ₹10,648.69 lakhs in the financial year ended March 31,
2024 to ₹ 19,389.56 lakhs in the financial year ended March 31, 2025. The increase in revenue from operation is
primarily due to an increase in total chargeable flying time from 1,486 hours in the financial year 2024 to 2,600
hours in the financial year 2025. The Company has added 13-seater Embraer Legacy 600 aircraft under long term
dry lease arrangement in later part of financial year 2023-24, however, the Company could optimally utilize the
aircraft in financial year 2024-25. As compared to wet lease arrangement where the lessor retains significant
control over the operational aspects, a dry lease arrangement transfers the full spectrum of operational duties to
the lessee, resulting in high flexibility in operation of the aircraft. Further, internation flying hours during fiscal
2025 were 1,811 hours as compared to 1,165 hours for fiscal 2024. The said increase in international flying hours
also contributed towards an increase in revenue from operations as revenue for international flying hours is
generally higher as compared to domestic flying hours.
Other Income
Other Income increased by 535.45% from ₹ 23.42 lakhs in financial year ended March 31, 2024 to ₹ 148.82 lakhs
in financial year ended March 31, 2025 primarily due to increase in other non-operating income and net foreign
exchange gain and interest income.
Expenses
Total expenses increased by 68.51% from ₹ 9,280.51 lakhs in financial year ended March 31, 2024 to ₹ 15,638.60
lakhs in financial year ended March 31, 2025 primarily due to increase in direct operating expenses, employee
benefit expenses, depreciation and amortisation expenses, finance costs and other expenses.
Direct Operating Expense
Our direct operating expense increased by 62.20% from ₹ 8,932.87 lakhs in financial year ended March 31, 2024
230to ₹ 14,489.31 lakhs in the financial year ended March 31, 2025. This increase is primarily on account of increase
in variable cost due to increase in flight operations and total chargeable flying hours. Further, the Company fully
operationalized 13-seater Embraer Legacy 600 aircraft under long-term dry lease arrangement in financial year
2025 which significantly increased operational capabilities of the Company. As under wet lease model, the lessor
providing not only the aircraft itself but also the crew, maintenance, fuel, salaries, insurance, and necessary
operating licenses, however, under the dry lease arrangement, the lessor provides the aircraft to the lessee without
any accompanying crew, maintenance, insurance, or operating licenses. Under dry lease arrangement, the lessee
assumes full operational control and responsibility, including the provision of the necessary crew, maintenance of
the aircraft, and procurement of all requisite licenses and regulatory approvals. Hence, the company incurred all
variable expenses related to operation of dry leased aircraft which includes total consumption of spares and
consumables amounting to ₹ 197.71 lakhs, Aircraft Lease charges amounting to aircraft Lease charges amounting
to ₹ 1,125.90 lakhs, crew transport and hotel charges amounting to ₹ 86.30 lakhs, aircraft handling charges
amounting to ₹ 443.12 lakhs, aircraft maintenance charges amounting to ₹ 247.62 lakhs, aircraft fuel expenses
amounting to ₹ 649.39 lakhs, crew salary & allowances amounting to ₹ 167.85 lakhs, maintenance program and
MRO fees amounting to ₹ 566.48 lakhs and aircraft insurance expenses amounting to ₹ 49.94 lakhs which were
not required to be incurred in previous year under wet lease arrangement. The Company also incurred aircraft
charter charges amounting to ₹ 10,621.83 lakhs for operating aircraft under wet lease model. Further, this increase
in direct operating expense has been offset by the decrease in professional charges by ₹ 10.84 lakhs for the
financial year ended 2025 due to decrease in dependence on wet lease aircraft.
Employee Benefits Expense
Our employee benefits expense increased by 376.94% from ₹ 94.64 lakhs in financial year ended March 31, 2024
to ₹ 451.40 lakhs in financial year ended March 31, 2025 primarily due to increase in salary and wages by ₹
294.03 lakhs from ₹ 81.21 lakhs in the financial year ended 2024 to ₹ 375.24 in the financial year ended 2025,
increase in employer’s contribution to provident and other funds expense by ₹ 1.86 lakhs, from ₹ 2.20 lakhs in
the financial year ended 2024 to ₹ 4.07 lakhs in the financial year ended 2025, staff welfare expenses by ₹ 63.38
lakhs, from ₹ 4.64 lakhs in the financial year ended 2024 to ₹ 68.02 lakhs in the financial year ended 2025 .
Further this increase in employee benefit expense has been offset by the decrease in gratuity expenses by ₹ 2.52
lakhs from ₹ 6.59 lakhs in the financial year 2024 to ₹ 4.07 lakhs in the financial year ended 2025. The number
of employees of the Company also increased from 14 employees as at March 31, 2024 to 22 permanent employees
along with 2 persons on retainership as at March 31, 2025.
Finance Costs
Our finance costs increased by 162.52% from ₹ 79.95 lakhs in the financial year ended March 31, 2024 to ₹ 209.87
lakhs in the financial year ended March 31, 2025 primarily due to increase amount of interest expenses from ₹
46.68 lakhs as at March 31, 2024 to ₹ 176.01 lakhs as at March 31, 2025.
Depreciation and amortization
Depreciation and amortisation expenses increased by 15.64% from ₹ 27.30 lakhs in financial year ended March
31, 2024 to ₹ 31.57 lakhs in the financial year ended March 31, 2025 primarily due to increase in property, plant
and equipments during the year amounting to ₹ 56.46 lakhs.
Other Expenses
Other expenses increased by 213.19% from ₹ 145.74 lakhs in financial year ended March 31, 2024 to ₹ 456.44
lakhs in financial year ended March 31, 2025 primarily on due to increase in professional and consultancy charges
by ₹ 82.24 lakhs, travelling and conveyance charges by ₹ 80.03, business promotion expenses by ₹ 50.11 lakhs,
office rent expenses by ₹ 39.05 lakhs, brokerage & commission expenses by ₹ 24.89 lakhs, in financial year ended
2025. The increase in other expenses is generally in line with expansion in our business operations.
Profit after tax
The total income increased by 83.08%, primarily driven by a 82.08% rise in revenue from operations. Growth in
the revenue is due to increase in the aircraft operation and growth in total chargeable flying hours. This growth in
sales and total chargeable flying hours were attributed due to induction of fully operationalising the aircraft under
231dry lease arrangement during the year. Due to the said reason and along with other factors as discussed
hereinabove, the profit after tax of our Company increased from ₹ 1,124.92 lakhs in fiscal 2024 to ₹ 2,840.61
lakhs in fiscal 2025.
FINANCIAL YEAR 2024 COMPARED TO FINANCIAL YEAR 2023
Total Income
Our total income increased by 207.71% from ₹ 3,468.25 lakhs in the financial year ended March 31, 2023 to ₹
10,672.11 lakhs in financial year ended March 31, 2024 primarily due to an increase in sales of our domestic and
international operation resulting into increase in revenue from operations.
Revenue from operations
Our revenue from operations increased by 212.21% from ₹ 3,410.72 lakhs in the financial year ended March 31,
2023 to ₹10,648.69 lakhs in financial year ended March 31, 2024. The increase in revenue from operation is
primarily due to increase in total chargeable flying time from 522 hours in financial year 2023 to 1,486 hours in
financial year 2024. Further, during the financial year 2023-24, the Company has added 13-seater Embraer Legacy
600 aircraft under long term dry lease arrangement which significantly increased operational capabilities of the
Company. As compared to wet lease arrangement where the lessor retains significant control over the operational
aspects, a dry lease arrangement transfers the full spectrum of operational duties to the lessee, resulting in high
flexibility in operation of the aircraft. Further, internation flying hours during fiscal 2024 were 1,165 hours out of
1,486 hours which accounted for 78% of total chargeable flying hours as compared to 375 hours out of 522 hours
which accounted for 72% of total chargeable flying hours for fiscal 2023. The said increase in international flying
hours also contributed towards increase in revenue from operations as revenue for internationally flying hours is
generally higher as compared to domestic flying hours.
Other Income
Other Income decreased by 59.29% from ₹ 57.53 lakhs in financial Year ended March 31, 2023 to ₹ 23.42 lakhs
in financial year ended March 31, 2024 primarily due to decrease in other non-operating income and net foreign
exchange gain.
Expenses
Total expenses increased by 203.61% from ₹ 3,056.73 lakhs in financial year ended March 31, 2023 to ₹ 9,280.51
lakhs in financial year ended March 31, 2024 primarily due to increase in direct operating expenses, employee
benefit expenses, depreciation and amortisation expenses and other expenses.
Direct Operating Expense
Our direct operating expense increased by 220.39% from ₹ 2,788.15 lakhs in the financial year ended March 31,
2023 to ₹ 8,932.87 lakhs in financial year ended March 31, 2024. This increase is primarily on account of increase
in variable cost due to increase in flight operations and total chargeable flying hours. Further, the Company has
added 13-seater Embraer Legacy 600 aircraft under long-term dry lease arrangement which significantly increased
operational capabilities of the Company. As under wet lease model, the lessor providing not only the aircraft itself
but also the crew, maintenance, fuel, salaries, insurance, and necessary operating licenses, however, under the dry
lease arrangement, the lessor provides the aircraft to the lessee without any accompanying crew, maintenance,
insurance, or operating licenses. Under dry lease arrangement, the lessee assumes full operational control and
responsibility, including the provision of the necessary crew, maintenance of the aircraft, and procurement of all
requisite licenses and regulatory approvals. Hence, the company incurred all variable expenses related to operation
of dry leased aircraft which includes total consumption of spares and consumables amounting to ₹ 310.28 lakhs,
Aircraft Handling Charges amounting to ₹ 170.65 lakhs, Aircraft Charter Charges amounting to ₹ 7,529.45 lakhs,
Aircraft Maintenance charges amounting to ₹ 128.05 lakhs, Aircraft fuel expenses amounting to ₹ 143.60 lakhs,
crew salary & allowances amounting to ₹ 44.97 lakhs, Maintenance program and MRO fees amounting to ₹ 125.63
lakhs, CAMO fees amounting to ₹ 9.36 lakhs and Aircraft insurance expenses amounting to ₹ 12.49 lakhs which
were not required to be incurred in previous year under wet lease arrangement. Further, this increase in direct
operating expense has been offset by the decrease in aircraft lease charges (primarily attributable to wet leased
232aircraft) by ₹ 816.33 lakhs for the financial year ended 2023 due to decrease in dependence on wet lease aircraft.
Employee Benefits Expense
Our employee benefits expense increased by 53.29% from ₹ 61.74 lakhs in financial year ended March 31, 2023
to ₹ 94.64 lakhs in financial year ended March 31, 2024 primarily due to increase in salary and wages by ₹ 19.41
lakhs from ₹ 61.79 in the financial year ended 2023 to ₹ 81.21 lakhs in the financial year ended 2024, increase in
employees gratuity expense by ₹ 6.67 lakhs, from ₹ (0.07) lakhs in the financial year ended 2023 to ₹ 6.59 lakhs
in the financial year ended 2024, staff welfare expenses by ₹ 4.62 lakhs, from ₹ 0.02 lakhs in the financial year
ended 2023 to ₹ 4.64 lakhs in the financial year ended 2024 and towards expenses of employer’s contribution to
welfare funds of ₹ 2.20 lakhs in the financial year ended 2024. The number of employees of the Company also
increased from 3 employees as at March 31, 2023 to 14 employees as at March 31, 2024.
Finance Costs
Our finance costs decreased by 27.34% from ₹ 110.02 lakhs in the financial year ended March 31, 2023 to ₹ 79.95
lakhs in the financial year ended March 31, 2024 primarily due to decrease amount of total borrowings, i.e., long
term and short term borrowings, from ₹ 336.31 lakhs as at March 31, 2023 to ₹ 255.59 lakhs as at March 31, 2024.
Depreciation and amortization
Depreciation and amortisation expenses increased by 2,024.58% from ₹ 1.29 lakhs in the financial year ended
March 31, 2023 to ₹ 27.30 lakhs in financial year ended March 31, 2024 primarily due to increase in higher asset
base of tangible asset primarily due to capitalization of aircraft components & equipment for dry leased aircraft
and due to capitalization of intangible asset related to air operators’ permit, entry into service cost and pre-
operative expenses during the financial year ended 2024. The Company amortises entry into service cost for
aircraft under dry lease arrangement and pre-operative expenses over the period of 5 years on straight line basis
and hence, the Company amortized cost of ₹ 58.97 lakhs related to entry into service cost and ₹ 19.50 lakhs related
to pre-operative expenses during fiscal 2024.
Other Expenses
Other expenses increased by 52.57% from ₹ 95.52 lakhs in financial year ended March 31, 2023 to ₹ 145.74 lakhs
in financial year ended March 31, 2024 primarily on due to increase in office rent expenses by ₹ 44.28 lakhs,
brokerage & commission expenses by ₹ 24.89 lakhs, professional and consultancy charges by ₹ 8.47 lakhs,
travelling & conveyance expenses by ₹ 18.40 lakhs from ₹ 1 lakhs in financial year ended 2023 to ₹ 19.40 lakhs
in financial year ended 2024, rates and taxes by ₹ 7.82 lakhs from ₹ 3.34 lakhs in financial year ended 2023 to ₹
11.16 lakhs in financial year ended 2024. The said increase were off-setted against decrease in business and
promotion expenses by ₹ (61.91) lakhs from ₹ 80.43 lakhs in financial year ended 2023 to ₹ 18.53 lakhs in
financial year ended 2024. The increase in other expenses is generally in line with expansion in our business
operations.
Profit after tax
The total income increased by 226.96%, primarily driven by a 212.21% rise in revenue from operations. Growth
in the revenue is due to increase in the aircraft operation and growth in total chargeable flying hours. This growth
in sales and total chargeable flying hours were attributed due to induction of additional aircraft under dry lease
arrangement during the year. Due to the said reason and along with other factors as discussed hereinabove, the
profit after tax of our Company increased from ₹ 344.06 lakhs in fiscal 2023 to ₹ 1,124.92 lakhs in fiscal 2024.
SELECTED RESTATED STATEMENT OF ASSETS AND LIABILITIES
The table below sets forth the principal components of our total assets, equity and liabilities as at the periods
indicated in the table below:
233(₹ in lakhs)
Particular March 31,2025 March 31, 2024 March 31, 2023
Total Shareholder’s fund 15,037.67 6,644.16 1,172.47
Total Non-Current Liabilities 949.07 179.67 29.28
Total Current Liabilities 3,196.84 891.55 809.81
Total Equity and Liabilities 19,183.58 7,715.38 2,011.55
Total Non-current Assets 7,291.01 4,483.08 772.36
Total Current Assets 11,892.58 3,232.30 1,239.19
Total Assets 19,183.58 7,715.38 2,011.55
Our shareholder’s fund increased from ₹ 1,172.47 lakhs as at March 31, 2023 to ₹ 6,644.16 lakhs as at March 31,
2024 and to ₹ 15,037.67 lakhs as at March 31, 2025. Increase for March 31, 2024 was primarily on account of
profit after tax for the financial year ended March 31, 2024 amounting to ₹ 1,124.92 lakhs, security premium on
issue of equity shares amounting to ₹ 4,240.75 lakhs and issue of equity share capital amounting to ₹ 106.02 lakhs.
Increase for March 31, 2025 was primarily on account of profit after tax for the financial year ended March 31,
2025 amounting to ₹ 2,840.61 lakhs, security premium on issue of equity shares amounting to ₹ 5,379.25 lakhs
and issue of equity share capital amounting to ₹ 953.65 lakhs.
Our total non-current liabilities decreased from ₹ 29.28 lakhs as at March 31, 2023 to ₹ 179.67 lakhs as at March
31, 2024, primarily on account of the increase in long term borrowings from ₹ 26.89 lakhs as at March 31, 2023
to ₹ 57.11 lakhs as at March 31, 2024 and increase in deferred tax liability (net) from ₹ 1.95 lakhs as at March 31,
2023 to ₹ 115.56 lakhs as at March 31, 2024. Our total non-current liabilities increased from ₹ 179.68 lakhs as at
March 31, 2024 to ₹ 949.07 lakhs as at March 31, 2025, primarily on account of the increase in Long term
borrowings from ₹ 57.11 lakhs as at March 31, 2024 to ₹ 766.49 lakhs as at March 31, 2025 and increase in
deferred tax liabilities (net) from ₹ 115.56 lakhs as at March 31, 2024 to ₹ 171.51 lakhs as at March 31, 2025.
Our total current liabilities increased from ₹ 809.81 lakhs as at March 31, 2023 to ₹ 891.54 lakhs as at March 31,
2024, primarily on account of increase in other current liabilities from ₹ 171.09 lakhs as at March 31, 2023 to ₹
396.40 lakhs as at March 31, 2024, increase in short term provisions from ₹ 112.06 lakhs as at March 31, 2023 to
₹ 241.05 lakhs as at March 31, 2024 which was offset by decrease in short term borrowing from ₹ 309.42 lakhs
as at March 31, 2023 to ₹ 198.47 lakhs as at March 31, 2024 and decrease in trade payable from ₹ 217.24 lakhs
as at March 31, 2023 to ₹ 55.63 lakhs as at March 31, 2024. Our total current liabilities increased from ₹ 891.54
lakhs as at March 31, 2024 to ₹ 3,196.84 lakhs as at March 31, 2025, primarily on account of increase in trade
payable from ₹ 55.63 lakhs as at March 31, 2024 to ₹ 409.56 lakhs as at March 31, 2025, increase in other current
liabilities from ₹ 396.40 lakhs as at March 31, 2024 to ₹ 746.28 lakhs as at March 31, 2025 and increase in short
term provisions from ₹ 241.05 lakhs as at March 31, 2024 to ₹ 1,014.82 lakhs as at March 31, 2025, increase in
short term borrowings from ₹ 198.47 lakhs as at March 31, 2024 to ₹ 1,026.18 lakhs as at March 31, 2025.
Our total non-current assets increased from ₹ 772.36 lakhs as at March 31, 2023 to ₹ 4,483.08 lakhs as at March
31, 2024, primarily due to a increase in property, plant, and equipment from ₹ 7.16 lakhs as at March 31, 2023, to
₹ 520.31 lakhs as at March 31, 2024, increase in long-term loans and advances from ₹ 726.20 lakhs as at March
31, 2023, to ₹ 2,051.08 lakhs as at March 31, 2024, increase in other non-current assets from ₹ 39.00 lakhs as at
March 31, 2023, to ₹ 1,911.69 lakhs as at March 31, 2024. Our total non-current assets further increased from ₹
4,483.08 lakhs as at March 31, 2024, to ₹ 7,291.01 lakhs as at March 31, 2025, primarily due to introduction of
intangible assets of ₹ 0.70 lakhs as at March 31, 2025 and increase in long-term loans and advances from ₹
2,051.08 lakhs as at March 31, 2024, to ₹ 4,594.78 lakhs as at March 31, 2025.
Our total current assets increased from ₹ 1,239.19 lakhs as at March 31, 2023, to ₹ 3,232.30 lakhs as at March 31,
2024, primarily due to a increase in short term loans and advances from ₹ 506.76 lakhs as at March 31, 2023, to
₹ 1,047.09 lakhs as at March 31, 2024, an increase in trade receivables from ₹ 453.82 lakhs as at March 31, 2023,
to ₹ 659.91 lakhs as at March 31, 2024, and an increase in cash and cash equivalents from ₹ 253.47 lakhs as at
March 31, 2023, to ₹ 833.42 lakhs as at March 31, 2024 and increase in inventories of ₹ 671.48 lakhs as at March
31, 2024 which was offset against decrease in other current assets from ₹ 25.13 lakhs as at March 31, 2023 to ₹
20.40 lakhs as at March 31, 2024.Our total current assets increased from ₹ 3,232.30 lakhs as at March 31, 2024,
to ₹ 11,892.58 lakhs as at March 31, 2025, primarily due to increase in trade receivables from ₹ 659.91 lakhs as
at March 31, 2024, to ₹ 2,087.39 lakhs as at March 31, 2025, an increase in inventories from ₹ 671.48 lakhs as at
March 31, 2024, to ₹ 890.93 lakhs as at March 31, 2025, and an increase in other current assets from ₹ 20.40 lakhs
234as at March 31, 2024, to 1,402.18 lakhs as at March 31, 2025 and increase in short loans and advances from ₹
1,047.09 lakhs as at March 31, 2024 to ₹ 2,529.57 lakhs as at March 31, 2025.
CASH FLOWS
The following table sets forth our cash flows for the period indicated:
(₹ in lakhs)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Net cash flow from/ (used in) operating activities 1.14 118.95 349.93
Net cash flow from/ (used in) investing activities (2,760.19) (3,728.66) (247.50)
Net cash flow from/ (used in) financing activities 6,908.12 4,189.65 147.42
Net increase/(decrease) in cash and cash equivalents 4,149.08 579.95 249.85
Cash and cash equivalents at the beginning of the year 833.42 253.47 3.62
Cash and cash equivalents at the end of the year 4,982.50 833.42 253.47
Operating Activities
Financial Year 2024-25
Our net cash generated from operating activities was ₹ 1.14 lakhs for the financial year ended March 31, 2025.
Our operating profit before changes in working capital changes was ₹ 4,065.98 lakhs which was primarily adjusted
against an increase in trade receivables by ₹ 1,427.48 lakhs, inventories by ₹ 219.45 lakhs, short term loans and
advances by ₹ 1,482.48 lakhs, other current assets by ₹ 1,398.67 lakhs, trade payables by ₹ 353.94 lakhs and
other current liabilities by ₹ 364.89 lakhs, respectively which was adjusted by ₹255.57 lakhs income tax paid
during the financial year ended March 31, 2025
Financial Year 2023-24
Our net cash generated from operating activities was ₹ 118.95 lakhs for the financial year ended March 31, 2024.
Our operating profit before changes in working capital changes was ₹ 1,496.08 lakhs which was primarily adjusted
against an increase in trade receivables by ₹ 206.09 lakhs, inventories by ₹ 671.48 lakhs, short term loans and
advances by ₹540.33 lakhs, other current liabilities by ₹ 225.31 lakhs and decrease in other current assets ₹ 4.73
lakhs, trade and other payables by ₹ 161.61 lakhs respectively which was adjusted by ₹ 27.66 lakhs income tax
paid during the financial year ended 2023-24.
Financial Year 2022-23
Our net cash used in operating activities was ₹ 349.93 lakhs for the financial year ended March 31, 2023. Our
operating profit before changes in working capital changes was 488.85 lakhs, which was primarily adjusted against
an increase, short term loans and advances by ₹ 433.21 lakhs, trade and other payables by ₹ 66.29 lakhs, other
current liabilities by ₹ 80.29 lakhs and decrease in other current assets by ₹ 48.25 lakhs, decrease in in trade
receivables by ₹ 143.09 lakhs which was adjusted by ₹ 43.62 lakhs income tax paid during financial year 2022-
23
Investing Activities
Financial Year 2024-25
Our net cash used in investing activities was ₹ (2,760.19) lakhs for the financial year ended March 31, 2025. It
was on account of the increase in non-current assets and purchase of property, plant and equipment, increase in
long term loans and advances and increase in other non- current assets amounting to ₹ 56.46 lakhs, ₹ 2,547.54
lakhs, ₹ 241.31 lakhs respectively, and off-set against interest received amounting to ₹ 85.13 lakhs.
Financial Year 2023-24
Our net cash used in investing activities was ₹ (3,728.66) lakhs for the financial year ended March 31, 2024. It
was on account of the increase in purchase of Property, Plant & Equipment, increase in long term loans and
235advances, increase in non-current assets amounting to ₹ 540.45 lakhs, ₹ 1,315.88 lakhs and ₹ 1,872.69 lakhs,
respectively and off-set against interest income of ₹ 0.37 lakhs.
Financial Year 2022-23
Our net cash used in investing activities was ₹ (247.50) lakhs for the financial year ended March 31, 2023. It was
on account of increase in long term loans and advances amounting to ₹ 267.09 lakhs and a decrease in other non-
current assets amounting to ₹ 19.50 lakhs and off-set against interest income of ₹ 0.08 lakhs.
Financing Activities
Financial Year 2024-25
Net cash used in financing activities for the financial year ended March 31, 2025 was ₹ 6,908.12 lakhs which was
adjusted against increase of against proceeds from issuance of share capital and in long term borrowings and in
short term borrowings amounting to ₹ 5,555.04 lakhs, ₹ 797.51 lakhs and ₹ 18,230.31 lakhs respectively which
was off-set against interest paid, repayment in short term borrowings amounting and repayment in long term
borrowings to ₹ 184.00 lakhs ,₹ 17,402.60 lakhs and ₹ 88.13 lakhs respectively.
Financial Year 2023-24
Net cash used in financing activities for the financial year ended March 31, 2024 was ₹ 4,189.65 lakhs which was
adjusted against increase on account of proceeds from issuance of equity shares, increase in long term borrowings
, increase in short term borrowings amounting to ₹ 4,346.77 lakhs, ₹ 188.89 lakhs and ₹ 790.90 lakhs respectively
which was off-set by repayment of short borrowings , repayment of long term borrowings and interest paid
amounting to ₹ 901.85 lakhs , ₹ 158.66 lakhs and ₹ 76.40 lakhs respectively.
Financial Year 2022-23
Net cash generated from financing activities for the financial year ended March 31, 2023 was ₹ 147.42 lakhs
which adjusted against increase on account of proceeds of issuance of share capital, increase in short term
borrowings , increase in long term borrowings amounting to ₹ 375.00 lakhs, ₹ 3,306.53 lakhs and ₹ 614.51 lakhs
respectively which was off-setted by decrease in long term borrowings, decrease in short term borrowings and
interest paid amounting to ₹ 859.70 lakhs, ₹ 3,179.15 lakhs and ₹ 109.77 lakhs respectively.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of loss related to adverse changes in market prices, including interest rates. In the normal
course of business, we are exposed to certain market risks including foreign exchange risk, interest risk, liquidity
risk and credit risk. Our Company’s senior management oversees the management of these risks. Our Company’s
management is responsible for formulating an appropriate financial risk governance framework for our Company
and for periodically reviewing the same. The senior management ensures that financial risks are identified,
measured and managed in accordance with our Company’s policies and risk objectives. Our Board reviews and
agrees policies for managing each of these risks, which are summarized below:
Foreign Exchange Risk
Foreign exchange risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of
changes in foreign exchange rates. Our Company's business is transacted in Indian currency and foreign
currencies. Our Company’s exposure to the risk of changes in foreign exchange rates relates primarily to our
Company’s operating activities. The finance department of our Company monitors the foreign exchange
fluctuations on the continuous basis and advises the management of any material adverse effect on our Company.
Interest rate risk
Interest rate risk results from changes in prevailing market interest rates, which can cause a change in the fair
value of fixed-rate instruments and changes in the interest payments of the variable-rate instruments. Our
operations are funded to a certain extent by borrowings. Our current borrowing facilities carry interest at variable
236rates as well as fixed rates. We mitigate risk by structuring our borrowings to achieve a reasonable, competitive
cost of funding. There can be no assurance that we will be able to do so on commercially reasonable terms, that
our counterparties will perform their obligations, or that these agreements, if entered into, will protect us
adequately against interest rate risks.
Liquidity risk
Adequate and timely cash availability for our operations is the liquidity risk associated with our operations. Our
Company’s objective is to all time maintain optimum levels of liquidity to meet its cash and collateral
requirements. We employ prudent liquidity risk management practices which inter-alia means maintaining
sufficient cash and the availability of funding through an adequate amount of committed credit facilities.
Credit Risk
We are exposed to the risk that our counterparties may not comply with their obligations under a financial
instrument or customer contract, leading to a financial loss. We are exposed to credit risk from our operating
activities, primarily from trade receivables. We consider our customers to be creditworthy counterparties, which
limits the credit risk, however, there can be no assurance that our counterparties may not default on their
obligations, which may adversely affect our business and financial condition.
MATERIAL FRAUDS
There are no material frauds committed against our Company in the last three financials year.
UNUSUAL OR INFREQUENT EVENTS OR TRANSACTIONS
Except as described elsewhere in this Prospectus, there have been no events or transactions to our knowledge
which may be described as “unusual” or “infrequent”.
SIGNIFICANT ECONOMIC/REGULATORY CHANGES
Government policies governing the sector in which we operate as well as the overall growth of the Indian economy
has a significant bearing on our operations. Major changes in these factors can significantly impact income from
continuing operations.
There is no significant economic changes that materially affected our Company’s operations or are likely to affect
income except as mentioned in the section titled “Risk Factors” on page 30 of this Prospectus.
KNOWN TRENDS OR UNCERTAINTIES THAT HAVE HAD OR ARE EXPECTED TO HAVE A
MATERIAL ADVERSE IMPACT ON SALES, REVENUE OR INCOME FROM CONTINUING
OPERATIONS
Other than as described in this chapter and the section titled “Risk Factors” on page 30 and elsewhere in this
Prospectus, to our knowledge there are no known trends or uncertainties that have or are expected to have a
material adverse impact on our income from continuing operations.
FUTURE CHANGES IN THE RELATIONSHIP BETWEEN COSTS AND REVENUES
Other than as described in this chapter and the section titled “Risk Factors” on pages 30 and elsewhere in this
Prospectus, there are no known factors to our knowledge which would have a material adverse impact on the
relationship between costs and income of our Company. Our Company’s future costs and revenues will be
determined by demand/supply situation, government policies and other economic factors.
NEW PRODUCTS OR BUSINESS SEGMENTS
Except as disclosed in this Prospectus, we have not announced and do not expect to announce in the near future
any new products/ services or business segment.
237COMPETITIVE CONDITIONS
We expect competition in our business from existing and potential competitors to intensify. We face competition
from both organised and unorganised players in the market. We believe our expertise and quality service offerings
with distinguished experience will be key to overcome competition posed by such players. We believe that the
principal factors affecting competition in our business include client relationships, reputation, and the quality and
pricing of our services. For further details, please see “Our Business – Competition” on page 165 of this
Prospectus.
SEASONALITY OF BUSINESS
Except as mentioned in this chapter, our business is not subject to seasonal variations.
SIGNIFICANT DEPENDENCE ON A SINGLE OR FEW SUPPLIERS OR CUSTOMERS
For the fiscal 2025, fiscal 2024 and fiscal 2023, our top five customers accounted for 90.54%, 93.80% and 90.47%,
respectively, and our largest customer accounted for 40.55%, 45.15% and 46.16% of our revenue from operations,
respectively.
For the fiscal 2025, fiscal 2024 and fiscal 2023, our top five supplier accounted for 86.39%, 91.83%, and 97.61%,
respectively, and our largest supplier accounted for 38.39%, 43.86% and 51.78% of our direct operating expenses
and entry into service cost, respectively.
RELATED PARTY TRANSACTIONS
We enter into various transactions with related parties in the ordinary course of business. For further information
relating to our related party transactions see “Restated Financial Information– Annexure 32 – Statement Of
Related Parties Transaction As Restated” on page 219 of this Prospectus.
MATERIAL DEVELOPMENTS SUBSEQUENT TO MARCH 31, 2025
Except as disclosed below and elsewhere in Prospectus, no circumstances have arisen since March 31, 2025, being
the date of the last financial statements as disclosed in this Prospectus which materially or adversely affect or are
likely to affect, our operations or profitability, or the value of our assets or our ability to pay our material liabilities
within the next twelve months:
1. M/s. A. John Moris & Co. Chartered Accountants was re-appointed as the statutory auditors of the
Company on July 21, 2025 for a period of three (3) years from the conclusion of 5th Annual General
Meeting up to the conclusion of 8th Annual General Meeting.
2. Kannan Ramakrishnan was re-appointed as director of the Company in 5th Annual General Meeting held
on July 21, 2025
3. The company received a demand of ₹54.43 lakhs on April 19, 2025 and ₹100.49 lakhs on July 11, 2025
under GST.
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238FINANCIAL INDEBTEDNESS
(₹ in Lakhs)
Category of Borrowings Sanction Amount as on Amount outstanding as
March 31, 2025 on March 31, 2025
A) Long-term borrowings
Secured
Term Loans from Banks & Financial Institutions 747.00 717.02
Vehicle / Equipment Loans from Banks & 50.50 38.99
Financial Institutions
Unsecured
Term Loans from Banks & Financial Institutions 143.51 10.47
Loans and Advances from related parties - -
Loans and Advances from others - -
Sub Total (A) 941.01 766.49
B) Short-term borrowings
Secured
Current Maturity of Long-Term Borrowing - 29.19
Working Capital facilities from Banks & Financial 2,500.00 952.10
Institutions(1)
Unsecured
Current Maturity of Long-Term Borrowing - 44.89
Sub Total (B) 2,500.00 1,026.18
TOTAL (A)+(B) 3,441.01 1,792.67
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239Set forth below is a brief summary of our aggregate sanctioned and outstanding borrowings as on March 31, 2025:
(₹ in lakhs)
Sr Name of the Nature of Sanctioned Nature of Outstanding Interest Security/ Period of
No Lender Borrowings Amount as loan Amount as rate Margin Repayment
on March (Secured/ on March 31, p.a./Com
31, 2025 Unsecured) 2025 mission
(₹ in lakhs) (₹ in lakhs)
Bajaj Finance Business Unsecured
1 30.79 4.48 18.00% - 24 Months
Ltd Loans Loan
Hero Fincorp Business Unsecured
2 30.31 14.57 17.50% - 36 Months
Limited Loans Loan
Kisetsu Saison Business Unsecured
3 21.50 7.11 18.50% - 24 months
Finance India Loans Loan
SMFG India
Business Unsecured
4 Credit 30.31 11.04 18.50% - 19 Months
Loans Loan
Company Ltd
Unity Small
Business Unsecured
5 Finance Bank 30.60 18.17 18.00% - 36 Months
Loan Loan
Limited
Cholamandala
Loan
m Investment Business Appendix 180
6 747.00 against 737.59 11.75%
and Finance Loan - 1 Months
property
Company Ltd.
Annually/
ICICI Bank Working Secured Appendix
7 2000.00 952.40 9.75% On
Limited Capital Loan - 1
Demand
ICICI Bank Secured Appendix
8 Car Loan 14.00 13.47 9.30% 60 Months
Limited Loan - 1
ICICI Bank Secured Appendix
9 Car Loan 36.50 34.15 9.35% 60 Months
Limited Loan - 1
Kotak Annually/
Working Secured Appendix
10 Mahindra 500.00 (0.30) 8.40% On
Capital Loan - 1
Bank Limited Demand
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240Appendix – 1
Sr No Name of Lender Security Provided
1. Cholamandalam Mortage against immovable property situated at NA. 4, RCC Roof, Panruti
Investment and Finance Road, U. Keeranur Village, 429/1, 2, 3, 4, 5, 6, 7A, Villupuram – 606107,
Company Ltd. Tamil Nadu
2. ICICI Bank Limited Hypothecation against car
(Car Loan)
3. ICICI Bank Limited Hypothecation against car
(Car Loan)
4. Kotak Mahindra Bank Fixed Deposit/s owned by the borrower and under lien with the bank for an
Limited amount of ₹ 5,00,00,000/- covering full value of exposure / for 100% of
exposure value.
5. ICICI Bank Limited Security:
(working capital loan) Exclusive charge on current assets which includes stocks of raw materials,
goods-in process, semi-finished and finished goods, consumable stores and
spares and such other movables. It also includes amounts owing to, and
received and/or receivable by the company.
Exclusive charge on Fixed Deposit
Personal guarantees of Director Mr. Deepak Parasuraman, Mr.
Ambashankar and Mr. Kannan Ramakrishnan
Restrictive Covenants:
ICICI BANK:
(i) Borrower shall not avail finance from any other bank/entity for the aforesaid purpose without prior
written approval of ICICI Bank.
(ii) Interest payment on unsecured loans shall be subservient to the interest payment to ICICI Bank Ltd.
(iii) Funds will not be diverted to sister concerns and associate concerns if any.
(iv) Funds would be used for the purpose for which the facilities have been availed, and funds will not be
used for financing, speculation, illegal, litigation or any such purpose.
(v) The Borrower shall have exclusive banking relation with the Lender and shall initiate relationships with
other banks after seeking consent of the Lender by avoiding a fortnight prior notice (only for Sole
Banking Borrowers).
(vi) Properties mortgaged to the bank shall not be used by person other than promoters/relatives or sister
concerns/group companies during the currency of working capital facilities from ICICI bank limited. The
borrower to take prior approval of the Bank in the event the property mortgaged to the Bank ceases to be
used by the promoters/relatives.
(vii) The security as required by ICICI Bank Limited will be created in favour of ICICI Bank Limited, in a
form and manner acceptable to ICICI Bank Limited.
(viii) The Bank at its sole discretion may block/zeroise the drawing power in the account upon non-renewal or
non-submission of stock statements.
(ix) The Borrowers hedging policy shall remain in full force and effect and updated from time to time, till all
the monies due and payable under the Facility Agreement/Transaction Documents are fully paid to the
satisfaction of the Bank/ Lender.
241(x) The Borrower shall provide all information as may be required by the Bank/ Lender from time to time in
relation to its foreign currency exposures and hedging details in relation thereto.
(xi) The Borrower represent that it has adopted a suitable hedging policy, approved by its Board of Directors
Partners/Proprietor/Trustee/Members, which includes mechanisms to reduce its currency mismatches.
(xii) ICICI Bank to remain sole working capital banker. In case of any deviation prior approval from ICICI
Bank to be taken.
(xiii) Commitment charges will be charged to the customer who have average Limit utilization lesser than
60%. The charge will be calculated on quarterly basis at the rate of 0.5% per quarter for the portion of
limit utilized below 60 % (Plus applicable GST to be levied). In newly disbursed cases (excluding
Enhancement cases) commitment charges will be levied from 2nd quarter onwards from the quarter of
disbursement Instead of the existing practice of charging from subsequent quarter onwards. E.g. if the
disbursement date is 31st Jan 2020, Commitment charges will be calculated basis utilization for quarter
starting from 1st July 2020. Wherever the sanctioned limits comprise non fund limits as sublimit of fund
limits, the total limit and total utilization is taken into account.
(xiv) The borrower to route 100% turnover through the limit account.
(xv) Borrower shall ensure that ICICI Bank is made the assignee/loss payee/ beneficiary of the policies of
insurance with regard to the Property in a form and manner satisfactory to ICICI Bank.
(xvi) All applicable charges as uploaded on www.icicibank.com for services rendered by ICICI Bank. ICICI
Bank reserves the right to modify the rates from time to time
(xvii) The property offered to the Bank to be fully insured and the policy should be endorsed in favour of the
Bank by "Agreed Bank Clause".
(xviii) The above preferred rate of interest / Commission is Incumbent upon your shifting of major business and
family accounts with us and that ICICI Bank will become your preferred bank for all your personal and
business banking needs, Interest rate/ commission will be reviewed from time to time based on overall
relationship"
(xix) Payment of GST to be done through ICICI Bank account
(xx) Stock and debtors statement in prescribed format to be obtained from Client annually at the time of
renewal and such statement should not be older than T-2 Months at the time of submission for appraisal.
(For Express OD cases)
(xxi) The proprietor/ individual borrower shall be required to take a term insurance and the same has to be
assigned in the favor of ICICI Bank. The value of the term insurance shall be equal or greater to the
facility amount granted to the proprietor/ individual borrower.
(xxii) The Security Providers/Borrowers to insure and keep insured at all times during the tenure of the Facility
all the properties offered as collateral security to ICICI Bank for the Facility granted by it.
(xxiii) Service Charges for processing Physical Stock Statement received through modes other than CIB or Insta
Biz: Rs.500 plus applicable GST.
(xxiv) The Borrower represent that it has adopted a suitable hedging policy, approved by its Board of Directors
Partners/Proprietor/Trustee/Members, which includes mechanisms to reduce Its currency mismatches.
The Borrowers hedging policy shall remain in full force and effect and updated from time to time, till all
the monies due and payable under the Facility Agreement/ Transaction Documents are fully paid to the
satisfaction of the Bank/ Lender. The Borrower shall provide all information as may be required by the
Bank/ Lender from time to time in relation to its foreign currency exposures and hedging details in
relation thereto. In the event of any change in applicable laws/ regulations (including regulatory/statutory
requirements pertaining to provisioning norms and/or risk weightage), the Bank/ Lender shall have the
242right to recover the cost, In any manner that it deems fit, including by way of revision in spread/applicable
rate.
(xxv) The Borrower agrees that it shall open and operate the Overdraft Account/Cash Credit Account/ Current
Account/ Collection Account/ Escrow Account in line with the guidelines stipulated by RBI, vide the
RBI Circular on Opening of Current Accounts by Banks - Need for Discipline, dated August 6, 2020, as
amended from time to time and provide necessary details/Information/ authorization as may be required
by the Bank to ensure regulatory compliance. The Borrower shall keep the Bank informed immediately
in writing in case there is any change is Banking arrangement which may have bearing on the regulatory
compliance
(xxvi) The customer undertakes to comply with the LEI guidelines as circulated by RBI from time to time.
[Remainder of the page has been intentionally left blank]
243SECTION IX – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
Except as stated in this section, there are no:(i) outstanding criminal proceedings (including first information
reports, whether cognizance has been taken or not, initiated by or against our Company, Directors, Promoters,
key managerial personnel, senior management); (ii) outstanding actions taken by statutory or regulatory
authorities; (iii) outstanding claims relating to direct and indirect taxes; (iv) outstanding disciplinary actions
including penalties imposed by SEBI or stock exchanges against the Promoters in the last five financial years,
including any outstanding action; or (v) Material Litigation (as defined below); involving our Company,
Directors, Promoters and Group Companies.
For the purposes of above, in terms of the Materiality Policy adopted by our Board pursuant to a resolution dated
December 04, 2024, any pending litigation / arbitration proceedings involving the Relevant Parties shall be
considered “material” for the purposes of disclosure in this Prospectus, if:
a. The aggregate monetary claim/ dispute amount/ liability made by or against the Relevant Parties in any
such pending litigation (individually or in aggregate), is equivalent to or above 5% of the average profit
and loss after tax of our Company, as per the last three audited financial statements (amounting to ₹
71.19 lakhs);
b. Any such pending litigation / arbitration proceeding involving the Relevant Parties, which may have a
material adverse impact on the business, operations, performance, prospects, financial position or
reputation our Company; and
c. any such litigation wherein a monetary liability is not determinable or quantifiable, or which does not
fulfil the threshold as specified in (a) or (b) above, as applicable, or wherein our Company is not a party,
but the outcome of which could, nonetheless, have a material effect on the business, operations,
performance, prospects, financial position or reputation of our Company.
Further, it is clarified that for the purpose of the above, any tax litigation which involves a claim greater than the
materiality threshold as defined above, will be disclosed individually and pre-litigation notices received by our
Company, or Directors or Promoters or Group Companies from third parties shall in no event be considered as
litigation until such time that our Company or Directors or Promoters or Group Companies are impleaded as
defendants in litigation proceedings before any judicial forum and accordingly have not been disclosed in this
section.
All terms defined in a particular litigation are for that particular litigation only.
I. LITIGATION INVOLVING OUR COMPANY
A. Litigation against our Company
1. Criminal Proceedings
NIL
2. Outstanding actions by statutory and regulatory authorities
Except as given below, as on the date of this Prospectus, there are no findings/observations of any of the
inspections by SEBI or any other regulator which are material, and which needs to be disclosed or non-
disclosure of which may have bearing on the investment decision.
Our Company has received a tax demand, alleged for an amount of ₹1,00,48,612/- (through Form GST
DRC 01A) on May 3, 2025 (bearing Reference No. ZD3305250131231 under the provisions of Tamil
Nadu Goods and Services Act, 2017), due to alleged incorrect declaration of tax liability as part of annual
returns of GSTR-09 filed for the financial year 2021-2022.
2443. Disciplinary action against our Company by SEBI or any stock exchange in the last five Fiscals
NIL
4. Civil and other Material Litigations
NIL
B. Litigation filed by our Company
1. Criminal Proceedings
NIL
2. Civil and other Material Litigations
NIL
II. LITIGATION INVOLVING OUR PROMOTERS
A. Litigation filed against our Promoters
1. Criminal Proceedings
NIL
2. Outstanding actions by statutory and regulatory authorities
As on the date of this Prospectus, there are no findings/observations of any of the inspections by SEBI
or any other regulator which are material, and which needs to be disclosed or non-disclosure of which
may have bearing on the investment decision.
3. Disciplinary action including penalty imposed by SEBI or stock exchanges against the promoters in the
last five financial years including outstanding action;
As on date of this Prospectus, no disciplinary action including penalty imposed by SEBI or stock
exchanges has been initiated against any of our Promoters in the last five Fiscals including any
outstanding action.
4. Civil and other Material Litigations
Nil
B. Litigation filed by our Promoters
1. Criminal Proceedings
NIL
2. Civil and other Material Litigations
NIL
III. LITIGATION INVOLVING OUR DIRECTORS (OTHER THAN PROMOTERS)
A. Litigation filed against our Directors
1. Criminal Proceedings
245NIL
2. Outstanding actions by statutory and regulatory authorities
As on the date of this Prospectus, there are no findings/observations of any of the inspections by SEBI
or any other regulator which are material and which needs to be disclosed or non-disclosure of which
may have bearing on the investment decision.
3. Disciplinary action by SEBI or any stock exchange in the last five Fiscals
NIL
4. Civil and other Material Litigations
NIL
B. Litigation filed by our Directors
1. Criminal Proceedings
NIL
2. Civil and other Material Litigations
NIL
IV. LITIGATION INVOLVING OUR KEY MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT
A. Litigation filed against our key managerial personnel and senior management
1. Criminal Proceedings
Nil
2. Outstanding actions by statutory and regulatory authorities
As on the date of this Prospectus, there are no findings/observations of any of the inspections by SEBI
or any other regulator which are material and which needs to be disclosed or non-disclosure of which
may have bearing on the investment decision.
3. Disciplinary action including penalty imposed by SEBI or stock exchanges against KMP and SMP in the
last five financial years including outstanding action
Nil
4. Civil and other Material Litigations
Nil
B. Litigation filed by our key managerial personnel and senior management
1. Criminal Proceedings
Nil
2. Civil and other Material Litigations
246Nil
V. LITIGATION INVOLVING OUR SUBSIDIARIES
As on date of this Prospectus, our Company does not have any subsidiaries.
VI. LITIGATION INVOLVING OUR GROUP COMPANIES
Except as stated below, there are no pending litigations involving our Group Companies as on the date
of this Prospectus, which could have a material impact on our Company (on a consolidated basis).
One of our Group Companies, Afcom Holdings Limited has received a tax demand, alleged for an amount
of ₹8,16,58,122/- for the Assessment Year 2021-2022. The said Group Company has filed its response
dated January 28th 2025 with the Local Committee for Grievance from High Pitched Assessment before
the Principal Chief Commissioner of Income Tax, Chennai with respect to the Order dated 07.03.2024
and the same is pending for a revised order from the income tax department.
VII. Tax Claims against our Company, Promoters, Directors, KMPs, SMPs and Subsidiaries
Nature of Case Number of Cases Amount involved (in lakhs)
Company
Direct Tax NIL NIL
Indirect Tax 11 430.16
Promoters
Direct Tax 4 31.10
Indirect Tax 1 26.69
Directors
Direct Tax NIL NIL
Indirect Tax NIL NIL
Subsidiaries
Direct Tax N.A. N.A.
Indirect Tax N.A. N.A.
KMPs and/or SMPs
(except directors)
Direct Tax Nil Nil
Indirect Tax Nil Nil
Total 16 487.95
OUTSTANDING DUES TO SMALL SCALE UNDERTAKINGS OR ANY OTHER CREDITORS
As on March 31, 2025, our Company has ₹ 4.79 lakhs payable or outstanding towards small-scale undertakings.
In accordance with the materiality policy, the lowest of the following is considered as materiality threshold in
terms of Regulation 30(4) of Listing Regulations for determining Material Creditors of our Company:
1. 2% of the revenue from operations of the Company;
2. 2% of net worth, as per the latest audited financial statements of the Company, except in case the
arithmetic value of the net worth is negative;
3. 5% of the average profit after tax of the latest 3 years, derived from the audited financial statements.
Based on this criterion, creditor of our Company, shall be considered to be material for the purpose of disclosure
in this Prospectus, if amounts due to such creditor by our Company is equal to, or in excess of ₹ 71.19 lakhs as at
the end of the latest fiscal year in the Restated Financial Information.
The details of outstanding dues (trade payables) owed to micro, small and medium enterprises (as defined under
Section 2 of the Micro, Small and Medium Enterprises Development Act, 2006), material creditors and other
247creditors, as at March 31, 2025, by our Company, are set out below:
(₹ in lakhs)
Particulars No. of Creditors Amount
Outstanding dues to material creditors 1 284.98
Outstanding dues to micro, small and medium
3 4.79
scale undertakings
Outstanding dues to other creditors 49 119.79
Total outstanding dues to creditors 53 409.56
As per our Materiality Policy, as at March 31, 2025, we had 1 material creditor to whom an aggregate amount of
₹ 284.98 lakhs was outstanding. The details pertaining to outstanding dues to the Material Creditors, along with
names and amounts involved for each such Material Creditor are available on the website of our Company at
www.sbsaviation.in.
It is clarified that such details available on our Company’s website do not form a part of this Prospectus and should
not be deemed to be incorporated by reference. Anyone placing reliance on any source of information including
our Company’s website, www.sbsaviation.in, would be doing so at their own risk
MATERIAL DEVELOPMENT SINCE MARCH 31, 2025
Other than as stated in the section entitled “Management’s Discussion and Analysis of Financial Condition and
Results of Operations – Material Developments subsequent to March 31, 2025” on page 238 of this Prospectus,
there have not arisen, since the date of the last financial statements disclosed in this Prospectus, any circumstances
which materially and adversely affect or are likely to affect our profitability taken as a whole or the value of our
consolidated assets or our ability to pay our liabilities within the next 12 months
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248GOVERNMENT AND OTHER STATUTORY APPROVALS
We have set out below an indicative list of approvals, consents, registrations, licenses and permissions from
various governmental and regulatory authorities of the respective jurisdictions required to be obtained by our
Company which are considered material and necessary for the purpose of undertaking its business activities. In
view of these key approvals, our Company can undertake this Issue and its business activities. In addition, certain
of our key approvals may expire in the ordinary course of business and our Company will make applications to
the appropriate authorities for renewal of such key approvals, as necessary. Unless otherwise stated herein and
in the section “Risk Factors” on page 30 of this Prospectus, these material approvals are valid as of the date of
this Prospectus. For details in connection with the regulatory and legal framework within which we operate, see
“Key Regulations and Policies” on page 167 of this Prospectus. The main objects clause of the Memorandum of
Association and objects incidental to the main objects enable our Company to carry out its activities.
The following statements set out the details of licenses, permissions and approvals taken by our Company under
various central and state laws for carrying out the business:
I. Material approvals obtained in relation to the Issue
1. The Board of Directors have, pursuant to resolutions passed at its meeting on February 08, 2025 has
approved the Issue, subject to approval by the shareholders of the Company under Section 62 of the
Companies Act, 2013.
2. The shareholders of the Company have, pursuant to a special resolution passed in the shareholders
meeting held on March 05, 2025, authorized the Issue under Section 62 of the Companies Act, 2013,
subject to approvals by such other authorities, as may be necessary.
3. The Company has obtained the in-principle listing approval from the EMERGE Platform of NSE, dated
July 11, 2025.
4. The Company has entered into an agreement dated April 18, 2024, with the Central Depository Services
(India) Limited (‘CDSL’) and the Registrar and Transfer Agent, who, in this case, is MUFG Intime India
Private Limited, for the dematerialization of its shares.
5. The Company has also entered into an agreement dated April 22, 2024, with the National Securities
Depository Limited (‘NSDL’) and the Registrar and Transfer Agent, who, in this case, is MUFG Intime
India Private Limited, for the dematerialization of its shares.
6. The Company’s International Securities Identification Number (ISIN) is INE0VCK01011.
II. Material approvals obtained in relation to our business and operations
Our Company have obtained the following material approvals to carry on our business and operations.
Some of these may expire in the ordinary course of business and applications for renewal of these
approvals are submitted in accordance with applicable procedures and requirements.
A. Incorporation details of our Company
1. Our Company was originally incorporated as “FlySBS Aviation Private Limited” as private
limited company in Chennai under the provisions of the Companies, Act, 2013, pursuant to a
certificate of incorporation dated August 7, 2020, issued by Registrar of Companies, Central
Registration Centre.
2. Fresh Certificate of Incorporation dated October 29, 2024, from the Registrar of Companies,
Central Registration Centre, issued to our Company under the Companies Act, 2013, pursuant
to the conversion of our Company from private limited to public limited and the ensuing change
in the name of our Company from “FlySBS Aviation Private Limited” to “FlySBS Aviation
Limited”.
249B. Tax related approvals obtained by our Company
Sr. Nature of Registration / Issuing Date of Issue Date of
No. Registration/ License No. Authority / Renewal Expiry
License
1. Permanent Account AAECF1762D Income Tax August 07, Valid till
Number Department 2020 cancelled
2. Tax Deduction CHEF06074F Income Tax November 28, Valid till
Account Number Department 2024 cancelled
(TAN).
3. GST Registration 33AAECF1762D1Z3 Goods and November 29, Valid till
Certificate – Tamil Services Tax 2024 cancelled
Nadu Department
4. PTNAN: 12-167-PE- Municipal December 13, Valid till
Professional Tax
01724 Commissioner, 2024 cancelled
Number
Chennai
5. 12-167-000201 Municipal December 13 Valid till
Company Tax
Commissioner, 19, 2024 cancelled
Number
Chennai
C. Business related Certifications and Regulatory approvals
Sr. Nature of Registration / Issuing Authority Date of Date of
No Registration/ License No. Issue / Expiry
. License Renewal
1. Importer - AAECF1762D Directorate General of December Valid, till
Exporter Foreign Trade, 12, 2020 Cancelled
Code# Ministry of Commerce
and Industry
2. Registration TBTAM2153171000 Employees Provident August Valid, till
under Fund Organization 07, 2020 Cancelled
Employees’
Provident
Fund and
Miscellaneous
Provisions
Act, 1952*
3. Registration TNKPMAILSTMSE- Labour Department, December Valid, till
under The 6-24-00016 Government of 04, 2024 Cancelled
Tamil Nadu Tamilnadu
Shops and
Establishment
s Act, 1947
4. UDYAM UDYAM-TN-02- Ministry of Micro, May 10, Valid, till
Registration 0208451 Small and Medium 2023 Cancelled
Certificate Enterprises,
Government of India
5. Registration
under The
Tamil Nadu
Industrial Labour Department,
Establishment TN/AILSTM/NFSH/6 Government of Tamil December Valid, till
s 8-24-01346 Nadu 09, 2024 Cancelled
(National,
Festival and
Special
Holidays)
250Sr. Nature of Registration / Issuing Authority Date of Date of
No Registration/ License No. Issue / Expiry
. License Renewal
Act,1958
6. Air Operator AOP#: 13/2023 Director General of December December
Permit* Civil Aviation, 19, 2023 18, 2028
Department of Civil
Aviation
7. Certificate of 5636 Deputy Director May 25, April 18,
Registration (Airworthiness), 2023 2026
for EMB-135 Office of Director
(Legacy 600) General of Civil
* Aviation
8. Certificate of 7815 Deputy Director November Valid, till
Airworthiness (Airworthiness), 30, 2023 Cancelled
for EMB-135 Office of Director
(Legacy 600) General of Civil
* Aviation
9. Noise 7815 (NC) Deputy Director November Valid, till
Certificate for (Airworthiness), 30, 2023 Cancelled
EMB-135 Office of Director
(Legacy 600) General of Civil
* Aviation
10. Approval of FSD/PBC/2023/0174 Director General of September Valid, till
Passenger Civil Aviation 27, 2023 Cancelled
Safety
Briefing Card
for EMB-135
(Legacy 600)
*
11. Approval of SR-11016/6/2023- Directorate General of August Valid, till
Accountable DAW-CHENNAI Civil Aviation 22, 2023 Cancelled
Manager*
12. Approval of FSD/CPH/2023/0420 Directorate General of August Valid, till
Director Civil Aviation 24, 2023 Cancelled
Flight
Operations*
13. Approval of FSD/CPH/2023/0421 Directorate General of August Valid, till
Director Civil Aviation 23, 2023 Cancelled
Training*
14. Approval of DAS, HQ-2023-3859 Directorate General of September Valid for a
Chief of Civil Aviation 27, 2023 one year or
Flight Safety* till
continues
to remain
in the
employmen
t whichever
is earlier
15. Approval of FSD/CPH/2023/0484 Directorate General of September Valid, till
Director In- Civil Aviation 15, 2023 Cancelled
Flight
Services
(Cabin
Safety) *
16. Approval of FSD/CSM/2023/0164 Directorate General of July 25, Valid, till
CCTM Civil Aviation 2023 Cancelled
251Sr. Nature of Registration / Issuing Authority Date of Date of
No Registration/ License No. Issue / Expiry
. License Renewal
Manuals*
17. Approval of FSD/OPM/1068 Office of Dy. Director December Valid, till
Operations of Civil Aviation-SR, 12, 2023 Cancelled
Manual* Directorate General of
Civil Aviation
18. Approval of FSD/FDTL- Directorate General of August Valid, till
FDTL FW/2023/0085 Civil Aviation 02, 2023 Cancelled
Scheme*
19. Approval of FSD/FDTL- Directorate General of August Valid, till
FDTL CC/2023/0024 Civil Aviation 22, 2023 Cancelled
Scheme for
Cabin Crew*
20. Approval of DAS, HQ-2023-3623 Director Air Safety, September Valid, till
Flight Safety Directorate General of 11, 2023 Cancelled
Manual* Civil Aviation
21. Approval of 2023/DAW/LTS/0000 Director August Valid, till
Load and 00098 (Airworthiness), 08, 2023 Cancelled
Trim Sheet* Office of Director
General of Civil
Aviation
22. Approval of FSD/CSM/2023/0165 Directorate General of July 25, Valid, till
Quick Civil Aviation 2023 Cancelled
Reference
Handbook*
23. Approval of DAS, HQ-2023-3676 Director Air Safety, October Valid, till
Safety Directorate General of 13, 2023 Cancelled
Management Civil Aviation, Civil
System Aviation Department
Manual*
24. Approval of 2025/DAW/WAB/000 Director May 21, Valid, till
Weight 000308 (Airworthiness), 2025 Cancelled
Schedule Office of Director
General of Civil
Aviation
25. Continuing IND.CAMO.002008 Directorate General of March 06, June 20,
Airworthiness Civil Aviation 2025 2029
Management
Organization
Approval
Certificate
26. Approval of 2025/DAW/ARA/000 Office of Dy. Director January Valid, till
Aircraft 000138 of Civil Aviation-SR, 20, 2025 Cancelled
Maintenance Directorate General of
Program Civil Aviation
(MSN:
14501038)
27. Approval of 2025/DAW/ARM/000 Office of Dy. Director March 25, Valid, till
Minimum 000049 of Civil Aviation-SR, 2025 Cancelled
Equipment Directorate General of
List Civil Aviation
28. Approval of 2024/DAW/ARO/000 Office of Dy. Director September Valid,
Operator 000056 of Civil Aviation-SR, 19, 2024 Cancelled
Technical Directorate General of
Log* Civil Aviation
252Sr. Nature of Registration / Issuing Authority Date of Date of
No Registration/ License No. Issue / Expiry
. License Renewal
29. Legal Entity 89450085S7CLZ82K Legal Entity Identifier December October 04,
Identifier Y479 India Limited 06, 2024 2025
*Our Company has made an application to reflect name change pursuant to conversion of the Company from private to public.
# Our Company has made an application to reflect change in the registered office of the Company mentioned in GST certificate.
Hence, we have to give updated GST certificate for effecting name change in Importer - Exporter Code Certificate.
D. Intellectual Property
As on the date of this Prospectus, our Company has registered the following Intellectual Property
trademark with the Registrar of Trademarks under the Trademarks Act, that includes:
Sr. Type of Mark Filed Trademark Date of Application Class Current
No. Application No. Status
1. Word Mark FLYSBS November 6725562 35 Formalities
AVIATION 25, 2024 Check
(WORD) Passed
2. Word Mark FLYSBS November 6725563 39 Formalities
AVIATION 25, 2024 Check
(WORD) Passed
3. Device Mark November 6725564 35 Formalities
25, 2024 Check
Passed
4. Device Mark November 6725565 39 Formalities
25, 2024 Check
Passed
Domain Name:
Our Company has also registered the ‘www.sbsvaviation.in’ domain name on which we host our website.
III. Pending Approvals
a. Applications Made by the Company
Application to reflect name change and conversion of Company from private to public limited Company
for the following licenses:
1. Registration under Employees’ Provident Fund and Miscellaneous Provisions Act, 1952
2. Air Operator Permit
3. Certificate of Registration for EMB-135 (Legacy 600)
4. Certificate of Airworthiness for EMB-135 (Legacy 600)
5. Noise Certificate for EMB-135 (Legacy 600)
6. Approval of Passenger Safety Briefing Card for EMB-135 (Legacy 600)
7. Approval of Accountable Manager
8. Approval of Director Flight Operations
9. Approval of Director Training
10. Approval of Chief of Flight Safety
11. Approval of Director In-Flight Services (Cabin Safety)
12. Approval of CCTM Manuals
13. Approval of Operations Manual
25314. Approval of FDTL Scheme
15. Approval of FDTL Scheme for Cabin Crew
16. Approval of Flight Safety Manual
17. Approval of Load and Trim Sheet
18. Approval of Quick Reference Handbook
19. Approval of Safety Management System Manual
20. Approval of Operator Technical Log
b. Application yet to be made by the Company
Application to reflect name change and conversion of Company from private to public limited Company
for the following licenses:
1. Importer - Exporter Code
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254OTHER REGULATORY AND STATUTORY DISCLOSURES
AUTHORITY FOR THE ISSUE
The Board of Directors has, pursuant to a resolution passed at its meeting held on February 08, 2025 authorized
the Issue, subject to the approval of the shareholders of the Company under Section 62(1)(c) and all other
applicable provisions of the Companies Act, 2013.
The shareholders of the Company have, pursuant to a special resolution passed in EGM held on March 05, 2025
authorized the Issue under Section 62(1)(c) and all other applicable provisions of the Companies Act, 2013.
This Prospectus has been approved by our Board of Directors pursuant to the resolution passed at its meeting held
on August 05, 2025. For further details, see the chapter titled “The Issue” on page 61 of this Prospectus.
Our Company has received in-principle approval from NSE for listing of our Equity Shares on the EMERGE
Platform of NSE. NSE is the Designated Stock Exchange for the purpose of this Issue pursuant to their letter dated
July 11, 2025.
PROHIBITION BY SEBI, THE RBI OR GOVERNMENTAL AUTHORITIES
Our Company, our Promoters, our Directors and our Promoter Group, person(s) in control of the promoter or
issuer, have not been prohibited from accessing the capital market or debarred from buying, selling, or dealing in
securities under any order or direction passed by the Board or any securities market regulators in any other
jurisdiction or any other authority/court.
None of the companies with which our Promoters and Directors are associated with as promoters, directors or
persons in control have been debarred from accessing the capital markets under any order or direction passed by
SEBI or any other authority.
Our Company, Promoters or Directors have not been declared as Wilful Defaulters or Fraudulent Borrowers by
any bank or financial institution or consortium thereof in accordance with the guidelines on Wilful Defaulters or
Fraudulent Borrowers issued by the RBI.
None of our Promoters or Directors have been declared as fugitive economic offenders under Section 12 of the
Fugitive Economic Offenders Act, 2018.
CONFIRMATIONS
1. Our Company, our Promoters, Promoter Group are in compliance with the Companies (Significant
Beneficial Ownership) Rules, 2018.
2. None of the Directors in any manner associated with any entities which are engaged in securities market
related business and are registered with the SEBI in the past five years.
3. There has been no action taken by SEBI against any of our Directors or any entity with which our
Directors are associated as Promoter or directors.
ELIGIBILITY FOR THE ISSUE
Our Company is not ineligible in terms of Regulations 228 of SEBI ICDR Regulations for this Issue as:
• Neither our company, nor any of its promoters, promoter group or directors are debarred from accessing
the capital markets by the Board.
• Neither our promoters, nor any directors of our company are a promoter or director of any other company
which is debarred from accessing the capital market by the Board.
• Neither our Promoters nor any of our directors is declared as Fugitive Economic Offender.
• Neither our Company, nor our Promoters, relatives (as defined under the Companies Act) of our
255Promoters nor our directors, are Wilful Defaulters or a fraudulent borrower.
• Our Company does not have any outstanding convertible securities or any other right which would entitle
any person with any option to receive equity shares of the issuer:
Our Company is eligible for the Issue in accordance with Regulation 229(2) and other provisions of Chapter IX
of the SEBI ICDR Regulations, as we are an Issuer whose post issue paid-up capital is more than ₹10 crores and
will be less than ₹25 crores and we can issue Equity Shares to the public and propose to list the same on the NSE
EMERGE.
In terms of Regulation 229(3) of the SEBI ICDR Regulations, we confirm that we have fulfilled the eligibility
criteria for NSE EMERGE, which are as follows:
1. The Issuer should be a company incorporated under the Companies Act 2013 in India.
Our Company was incorporated on August 07, 2020, with the Registrar of Companies, Tamil Nadu and
Andaman Islands under the Companies Act, 2013.
2. The post issue paid up capital of the company shall not be more than ₹ 25.00 Crore.
As on the date of this Prospectus, our Company has a total paid up share capital of ₹ 1,274.68 lakhs
comprising 1,27,46,751 Equity Shares of face value of ₹10/- each and the post issue capital will be of ₹
1,730.38 lakhs comprising 1,73,03,751 Equity Shares of face value of ₹ 10/- each which is below ₹
2,500.00 lakhs.
3. Track Record
A. The company/entity should have a track record of at least 3 years.
Our Company was incorporated on August 07, 2020 under the provisions of the Companies Act, 2013
vide certificate of incorporation issued by Registrar of Companies, Central Registration Centre. Further,
our company was converted to public limited company and the name of the Company was changed from
“FlySBS Aviation Private Limited” to “FlySBS Aviation Limited” and a fresh Certificate of Incorporation
dated October 29, 2024 consequent to the conversion was issued by Registrar of Companies, Central
Registration Centre. Therefore, we are in compliance with criteria of having track record of 3 years.
B. The company/entity should have operating profit (earnings before interest, depreciation and tax) from
operations of ₹ 1 crore from operations for any 2 out of 3 financial years preceding the application
and its net-worth should be positive.
Our Company satisfies the criteria of track record which given hereunder based on Restated Financial
Statement.
(₹ in lakhs)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Operating profit (earnings before
interest, depreciation and tax and after
3,992.41 1,475.44 465.30
reducing other income) from
operations
Net Worth# 12,884.67 4,732.47 1,133.47
# For the purposes of the above, “net worth” means the aggregate value of the paid-up share capital and all reserves created
out of the profits and securities premium account and debit or credit balance of profit and loss account, after deducting the
aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off (which includes
Entry into services and Pre Operative Expenses), but does not include reserves created out of revaluation of assets, write-back
of depreciation, each as applicable for the Company on a restated basis.
C. The company/entity should have positive free cash flow to Equity (FCFE) for at least 2 out of 3
financial years preceding the application.
(₹ in lakhs)
256Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Cash flow from operations(1) 1.14 118.95 349.93
Less : Purchase of Fixed Assets(2) (56.46) (540.45) -
Add : Net Borrowings(3) 1,537.08 (80.72) (117.81)
Less : Interest Expense (net of tax) (4)* (152.87) (64.63) (91.99)
Free Cash to Equity (1,328.89) (566.84) 140.13
(1) Cash flow from operations is calculated as cash generated from operating activities less income tax paid, as per restated financial
statements
(2) Purchase of Fixed Assets is calculated as purchase of property, plant, and equipment (PPE) (including capital work in progress
(CWIP)) (–) sale proceeds of PPE and CWIP (if any) (+) Capital Advances (if any).
(3) Net Borrowings is calculated as proceeds from long-term borrowings and compulsory convertible debentures (-) repayments of
long-term borrowings (+) proceeds from short-term borrowings (-) repayments of short-term borrowings
(4) Interest expense (net of tax) is calculated as interest expense on total (i.e., Long term as well as short term) borrowings (x) (1 –
effective tax rate). Effective tax rate is calculated as [1-(profit after tax / profit before tax)]
* These figures includes, along with Interest on Borrowings, Finance Charges paid for availing Credit Facilities
4. Other Requirements
We confirm that:
(i) The Company has not been referred to the Board for Industrial and Financial Reconstruction
(BIFR) or no proceedings have been admitted under Insolvency and Bankruptcy Code against
the issuer and Promoting companies.
(ii) There is no winding up petition against the company, which has been admitted by the court
or a liquidator has not been appointed.
(iii) No material regulatory or disciplinary action by a stock exchange or regulatory authority in
the past three years against our company.
(iv) There has been no change in the Promoters of the Company in the preceding one year from
date of filing application to NSE for listing on NSE SME.
(v) Our Company has facilitated trading in demat securities and has entered into an agreement
with both the depositories.
(vi) The BRLM involved in this issue has not had any instances of their IPO draft offer documents
filed with the Exchange being returned in the past 6 months from the date of this Prospectus.
(vii) The Company has not made any application to the Stock Exchange in last 6 complete months
for listing of its securities.
(viii) Offer For Sale (OFS) by selling shareholders in the Issue shall not exceed 20% of the total
issue size and selling shareholders cannot sell more than 50% of their holding - Not
Applicable since there is no Offer for Sale in this Issue.
(ix) SME issues shall not be permitted, where objects of the issue consist of repayment of loan
from Promoter, Promoter Group or any related party, from the issue proceeds, whether
directly or indirectly – Not Applicable since the Net Proceeds from the Issue shall be utilised
for (i) capital expenditure towards acquisition of six pre-owned aircraft on long-term dry lease
basis; (ii) repayment/prepayment, in full or part, certain outstanding borrowings availed by
our Company; and (iii) general corporate purposes.
5. The Company has a website: www.sbsaviation.in.
6. Disclosures
We confirm that:
257(i) There is no material regulatory or disciplinary action taken by a stock exchange or regulatory
authority in the past one year in respect of Promoter/promoting Company(ies), group
companies, companies promoted by the Promoter/promoting companies of the Company.
(ii) There is no default in payment of interest and/or principal to the debenture/bond/fixed deposit
holders, banks, FIs by the Company, Promoter/promoting Company(ies), group companies,
companies promoted by the Promoter/promoting Company(ies) during the past three years.
(iii) There are no litigations record against the applicant, promoters/promoting company(ies),
group companies, companies & promoted by the promoters/promoting company(ies).
(iv) There are no criminal cases/investigation/offences filed against the director of the company.
In terms of Regulation 229(4) of the SEBI ICDR Regulations, we confirm that our Company had not been a
proprietorship or a partnership firm or a limited liability partnership before conversion to a company or body
corporate.
In terms of Regulation 229(5) of the SEBI ICDR Regulations, we confirm that there is not a complete change
of promoter of the issuer or there are not any new promoter(s) of the issuer who have acquired more than fifty
per cent of the shareholding of the issuer.
In terms of Chapter IX of the SEBI ICDR Regulations, we confirm that:
1. In accordance with regulation 260 of the SEBI ICDR Regulations, this Issue is 100% underwritten and
the Book Running Lead Manager to the Issue underwritten minimum 15% of the Total Issue Size. For
details pertaining to underwriting, please refer to Section titled “General Information” on page 67 of
this Prospectus.
2. In accordance with Regulation 261 of the SEBI ICDR Regulations, the BRLM will ensure compulsory
market making for a minimum period of three years from the date of listing of Equity Shares Issue in
the Initial Public Issue. For details of the market making arrangement, see Section titled “General
Information” on page 67 of this Prospectus.
3. In accordance with Regulation 268 of the SEBI ICDR Regulations, we shall ensure that the total
number of proposed Allottees in the issue shall be greater than or equal to two hundred (200), failing
which the entire application monies shall be refunded forthwith, in accordance with the SEBI ICDR
Regulations and other applicable laws.
4. In accordance with Regulation 246 the SEBI ICDR Regulations, we shall also ensure that we submit
the soft copy of this Prospectus through the BRLM immediately upon registration of this Prospectus
with the Registrar of Companies along with a Due Diligence Certificate including additional
confirmations. However, SEBI will not issue any observation on the issue documents. Further, in terms
of Regulation 246(3) of the SEBI ICDR Regulations, the Book Running Lead Manager will also submit
to SEBI a due diligence certificate as per the format prescribed by SEBI, along with the prospectus.
We further confirm that we shall be complying with all the other requirements as laid down for such
an Issue under Chapter IX of SEBI ICDR Regulations as amended from time to time and Subsequent
circulars and guidelines issued by SEBI and the Stock Exchange.
As per Regulation 230 (1) of the SEBI ICDR Regulations, our Company has ensured that:
• This Prospectus will be filed with NSE and our Company will make an application to NSE
for listing of its Equity Shares on the EMERGE Platform of National Stock Exchange of India
Limited. National Stock Exchange of India Limited is the Designated Stock Exchange
• Our Company has entered into an agreement dated April 22, 2024 with NSDL and agreement
dated April 18, 2024 with CDSL for dematerialisation of its Equity Shares already issued and
258proposed to be issued.
• The entire pre-issue capital of our Company has fully paid-up Equity Shares and the Equity
Shares proposed to be issued pursuant to this IPO will be fully paid-up.
• The entire Equity Shares held by the Promoters are in dematerialised form.
• The entire fund requirements are to be financed from the Net Fresh Issue Proceeds, and there
is no requirement to make firm arrangements of finance under Regulation 230(1)(e) of the
SEBI ICDR Regulations through verifiable means towards at least 75% of the stated means
of finance, excluding the amounts to be raised through the Issue. For further details, please
refer the chapter titled “Objects of the Issue” on page 105 of this Prospectus.
Our Company confirms that it will ensure compliance with the conditions specified in Regulation 230 (1) of the
SEBI ICDR Regulations, to the extent applicable.
SEBI DISCLAIMER CLAUSE
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS PROSPECTUS TO THE
SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT, IN ANY WAY, BE
DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI.
SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF
ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR
FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS
PROSPECTUS. THE BOOK RUNNING LEAD MANAGER BEING, VIVRO FINANCIAL SERVICES
PRIVATE LIMITED, HAS CERTIFIED THAT THE DISCLOSURES MADE IN THIS PROSPECTUS
ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SECURITIES AND
EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2018. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN
INFORMED DECISION FOR MAKING AN INVESTMENT IN THE ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE OUR COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THIS PROSPECTUS, THE BOOK RUNNING LEAD MANAGER IS EXPECTED
TO EXERCISE DUE DILIGENCE TO ENSURE THAT OUR COMPANY DISCHARGES ITS
RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE
BOOK RUNNING LEAD MANAGER HAS FURNISHED TO SEBI, A DUE DILIGENCE
CERTIFICATE DATED AUGUST 05, 2025 IN THE FORMAT PRESCRIBED UNDER SCHEDULE
V(A) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2018.
THE FILING OF THIS PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE ISSUER FROM
ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE REQUIREMENT OF
OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE
PURPOSE OF THE PROPOSED ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP,
AT ANY POINT OF TIME, WITH THE BOOK RUNNING LEAD MANAGER, ANY
IRREGULARITIES OR LAPSES IN THIS PROSPECTUS.
DISCLAIMER CLAUSE OF THE NSE
As required, a copy of this Offer Document has been submitted to National Stock Exchange of India Limited
(hereinafter referred to as NSE). NSE has given vide its letter Ref.: NSE/LIST/5386 dated July 10, 2025,
permission to the Issuer to use the Exchange’s name in this Offer Document as one of the Stock Exchanges on
which this Issuer’s securities are proposed to be listed. The Exchange has scrutinized the draft offer document for
its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Issuer. It is to be
distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or construed
that the offer document has been cleared or approved by NSE; nor does it in any manner warrant, certify or endorse
259the correctness or completeness of any of the contents of this offer document; nor does it warrant that this Issuer’s
securities will be listed or will continue to be listed on the Exchange; nor does it take any responsibility for the
financial or other soundness of this Issuer, its promoters, its management or any scheme or project of this Issuer.
Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by
reason of any loss which may be suffered by such person consequent to or in connection with such subscription
/acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.
DISCLAIMER FROM OUR COMPANY AND THE BOOK RUNNING LEAD MANAGER
Our Company and the Book Running Lead Manager accept no responsibility for statements made otherwise than
those contained in this Prospectus or, in case of the Company, in any advertisements or any other material issued
by or at our Company’s instance and anyone placing reliance on any other source of information would be doing
so at their own risk.
The BRLM accept no responsibility, save to the limited extent as provided in the Agreement entered between the
BRLM and our Company on April 19, 2025, and the Underwriting Agreement dated April 19, 2025 entered into
between the Underwriter and our Company and the Market Making Agreement dated July 24, 2025 entered into
among the Market Maker, BRLM and our Company.
All information shall be made available by our Company and the Book Running Lead Manager to the public and
investors at large and no selective or additional information would be available for a section of the investors in
any manner whatsoever including at road show presentations, in research or sales reports, at collection centres or
elsewhere. Neither our Company nor any member of the Syndicate shall be liable to the Bidders for any failure in
uploading the Bids, due to faults in any software or hardware system, or otherwise; the blocking of Bid Amount
in the ASBA Account on receipt of instructions from the Sponsor Bank on account of any errors, omissions or
noncompliance by various parties involved in, or any other fault, malfunctioning or breakdown in, or otherwise,
in the UPI Mechanism.
The Book Running Lead Manager and their respective associates and affiliates may engage in transactions with,
and perform services for, our Company, our Promoter Group, Group Entity, or our affiliates or associates in the
ordinary course of business and have engaged, or may in future engage, in commercial banking and investment
banking transactions with our Company, our Promoter Group, Group Entity, and our affiliates or associates, for
which they have received and may in future receive compensation.
Note:
Investors that apply in this Issue required to confirm and deemed to have represented to our Company, the
Underwriter and BRLM and their respective directors, officers, agents, affiliates and representatives that they
were eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares of
our company and has not Issued, sold, pledged or transfered the Equity Shares of our company to any person
who were not eligible under applicable laws, rules, regulations, guidelines and approvals to acquire Equity
Shares of our company.
Our Company, the Underwriter and BRLM and their respective directors, officers, agents, affiliates and
representatives accept no responsibility or liability for advising any investor on whether such investor is eligible
to acquire Equity Shares of our company.
DISCLAIMER IN RESPECT OF JURISDICTION
This Issue is being made in India to persons resident in India including Indian nationals resident in India who
are not minors, HUFs, companies, corporate bodies and societies registered under the applicable laws in India
and authorised to invest in shares, Indian mutual funds registered with SEBI, Indian financial institutions,
commercial banks, regional rural banks, co-operative banks (subject to RBI permission), or trusts under the
applicable trust law and who are authorized under their constitution to hold and invest in shares, and any FII
sub –account registered with SEBI which is a foreign corporate or Foreign individual, permitted insurance
companies and pension funds and to FIIs and Eligible NRIs. This Prospectus does not, however, constitute an
260invitation to subscribe to Equity Shares Issue hereby in any other jurisdiction to any person to whom it is
unlawful to make an Issue or invitation in such jurisdiction. Any person into whose possession the this
Prospectus comes is required to inform him or herself about and to observe, any such restrictions. Any dispute
arising out of this Issue will be subject to the jurisdiction of appropriate court(s) in Chennai only.
No action has been or will be taken to permit a public offering in any jurisdiction where action would be required
for that purpose. Accordingly, our Company’s Equity Shares, represented thereby may not be offered or sold,
directly or indirectly, and this Prospectus may not be distributed, in any jurisdiction, except in accordance with
the legal requirements applicable in such jurisdiction. Neither the delivery of this Prospectus nor any sale here
under shall, under any circumstances, create any implication that there has been any change in our Company’s
affairs from the date hereof or that the information contained herein is correct as of any time subsequent to this
date.
DISCLAIMER CLAUSE UNDER RULE 144A OF THE U.S. SECURITIES ACT, 1993
The Equity Shares have not been and will not be registered under the U.S. Securities Act 1933, as amended (the
“Securities Act”) or any state securities laws in the United States and may not be offered or sold within the
United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S of the Securities
Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the Securities Act. Accordingly, the Equity Shares will be offered and sold (i) in the United States only to
“qualified institutional buyers”, as defined in Rule 144A of the Securities Act, and (ii) outside the United States
in offshore transactions in reliance on Regulation S under the Securities Act and in compliance with the
applicable laws of the jurisdiction where those offers and sales occur.
Accordingly, the Equity Shares are being offered and sold only outside the United States in offshore
transactions in compliance with Regulation S under the Securities Act and the applicable laws of the
jurisdictions where those offers and sales occur.
The Equity Shares have not been, and will not be, registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and applications may not be made by persons in any
such jurisdiction, except in compliance with the applicable laws of such jurisdiction. Further, each applicant,
wherever requires, agrees that such applicant will not sell or transfer any Equity Share or create any economic
interest therein, including any off-shore derivative instruments, such as participatory notes, issued against the
Equity Shares or any similar security, other than pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and in compliance with applicable laws and legislations
in each jurisdiction, including India.
FILING
The Draft Red Herring Prospectus and the Red Herring Prospectus has been filed, and this Prospectus shall be
filed with EMERGE Platform of the National Stock Exchange of India Limited (the “NSE EMERGE”) in
terms of Regulation 246 (2) of SEBI ICDR Regulations.
The Draft Red Herring Prospectus has not been filed with SEBI, nor has SEBI issued any observation on the
Draft Red Herring Prospectus in terms of Regulation 246(2) of SEBI ICDR Regulations. Pursuant to Regulation
246(5) of SEBI ICDR Regulations and SEBI Circular Number SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated
January 19, 2018, a copy of the Red Herring Prospectus/Prospectus will be filed online through SEBI
Intermediary Portal at https://siportal.sebi.gov.in.
A copy of this Prospectus will be available on website of the Company www.sbsaviation.in, Book Running
Lead Manager www.vivro.net and Stock Exchange www.nseindia.com.
A copy of the Red Herring Prospectus, along with the material contracts and documents required have been
filed under Section 26 & 32 of the Companies Act, 2013 with the RoC and a copy of the Prospectus to be filed
under Section 26 of the Companies Act, 2013 with the RoC through the electronic portal at
http://www.mca.gov.in.
LISTING
261Application is to be made to the NSE EMERGE for obtaining permission to deal in and for an official quotation
of our Equity Shares. NSE is the Designated Stock Exchange, with which the Basis of Allotment will be
finalized for the Issue.
Our Company has received an in-principle Approval letter dated July 11, 2025 from NSE for using its name in
this offer document for listing our shares on the NSE EMERGE.
If the permission to deal in and for an official quotation of the Equity Shares on the NSE EMERGE is not
granted by NSE, our Company shall forthwith repay, without interest, all moneys received from the applicants
in pursuance of this Prospectus. The allotment letters shall be issued or application money shall be refunded /
unblocked within such time prescribed by SEBI or else the application money shall be refunded to the applicants
forthwith, failing which interest shall be due to be paid to the applicants at the rate of fifteen per cent per annum
for the delayed period as prescribed under Companies Act, 2013, the SEBI ICDR Regulations and other
applicable law.
Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at the NSE SME mentioned above are taken within three (3) Working Days from the
Issue Closing Date.
IMPERSONATION
Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the
Companies Act, 2013 which is reproduced below:
“Any person who –
a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing
for, its securities, or
b) makes or abets making of multiple applications to a company in different names or in different
combinations of his name or surname for acquiring or subscribing for its securities; or
c) Otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to
him, or to any other person in a fictitious name, shall be liable for action under section 447.”
The liability prescribed under Section 447 of the Companies Act, 2013 - any person who is found to be guilty
of fraud involving an amount of at least ten lakh rupees or one per cent. of the turnover of the company,
whichever is lower shall be punishable with imprisonment for a term which shall not be less than six months
but which may extend to ten years (provided that where the fraud involves public interest, such term shall not
be less than three years) and shall also be liable to fine which shall not be less than the amount involved in the
fraud, but which may extend to three times the amount involved in the fraud.
Provided further that where the fraud involves an amount less than ten lakh rupees or one per cent. of the
turnover of the company, whichever is lower, and does not involve public interest, any person guilty of such
fraud shall be punishable with imprisonment for a term which may extend to five years or with fine which may
extend to fifty lakh rupees or with both.
CONSENTS
Consents in writing of (a) Our Directors, Promoters, Company Secretary & Compliance Officer, Chief Financial
Officer, Statutory Auditors, Peer Review Auditors, Banker to the Company; (b) Book Running Lead Manager,
Registrar to the Issue, Legal Counsel to the Issue, Banker & Sponsor Bank to the Issue, Underwriter to the Issue
and Market Maker to the Issue to act in their respective capacities have been obtained as required under Section
26 of the Companies Act and have been filed along with a copy of the Red Herring Prospectus with the RoC
and such consents will not be withdrawn up to the time of delivery of this Prospectus for registration with the
RoC.
Above consents have been filed along with a copy of the Red Herring Prospectus with the ROC, as required under
Sections 26 and 32 of the Companies Act, 2013 and such consents have not been withdrawn up to the time of
262delivery of this Prospectus for registration with the ROC.
EXPERT OPINION
Except for report and certificates from Peer Review Auditors on financial matter, we have not obtained any
other expert opinions.
1. In accordance with the Companies Act, 2013 and the SEBI ICDR Regulations, our Company has received
written consent dated July 24, 2025 from the Statutory Auditors, A. John Moris & Co., Chartered
Accountants, to include their name as required under Section 26(1) of the Companies Act 2013 read with
SEBI ICDR Regulations in this Prospectus as an “expert” as defined under Section 2(38) of the
Companies Act 2013 to the extent and in their capacity as an independent Statutory Auditor and in respect
of their (i) examination report dated July 22, 2025 on our Restated Financial Information; and (ii) their
report dated July 24, 2025 on the statement of special tax benefits in this Prospectus and such consent
has not been withdrawn as on the date of this Prospectus. However, the term “expert” shall not be
construed to mean an “expert” as defined under the U.S. Securities Act.
2. Our Company has received a written consent dated July 24, 2025, from T. Saraswathi, the Practicing
Company Secretary, having the membership number F8000, to include their name as required under
Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations in this Prospectus and as
an “expert” as defined under Section 2(38) of Companies Act, 2013, in respect of certificates issued by
them in their capacity as the independent practicing company secretary to our Company, and such
consent has not been withdrawn as on the date of this Prospectus. However, the term “expert” shall not
be construed to mean an “expert” as defined under the U.S. Securities Act.
UNDERWRITING COMMISSION, BROKERAGE AND SELLING COMMISSION
Since this is the initial public offering of our Company’s Equity Shares, no sum has been paid or is payable as
commission or brokerage for subscribing to or procuring for any of the Equity Shares in the 5 (Five) years
preceding the date of this Prospectus.
PARTICULARS REGARDING PUBLIC OR RIGHTS ISSUES DURING THE LAST 5 (FIVE) YEARS
AND PERFORMANCE VIS-À-VIS OBJECTS
Except as disclosed in the section titled “Capital Structure – History of Equity Share capital of our Company”
on page 81 of this Prospectus, our Company has not undertaken a public or rights issue as defined under the
SEBI ICDR Regulations, in the 5 (five) years preceding the date of this Prospectus.
PREVIOUS ISSUES OF EQUITY SHARES OTHERWISE THAN FOR CASH
For a detailed description, please refer to section “Capital Structure” on page 81 of this Prospectus.
CAPITAL ISSUE DURING THE PREVIOUS 3 (THREE) YEARS BY OUR COMPANY/
SUBSIDIARIES
Except as disclosed in the section titled “Capital Structure” on page 81 of this Prospectus, our Company has
not made any capital issues since its inception.
PRICE INFORMATION AND THE TRACK RECORD OF THE PAST ISSUES HANDLED BY THE
BRLM
VIVRO FINANCIAL SERVICES PRIVATE LIMITED
Price information of past issues (during the current Financial Year and two Financial Years preceding the
current Financial Year) handled by Vivro Financial Services Private Limited
263Sr. Issuer Issue Issue Listing Open % Change % Change % Change in
No. Name Size Price Date ing in closing in closing closing price,
(₹ in (in ₹) Price price, (% price, (% (% change in
Cr) on change in change in closing
Listin closing closing benchmark) -
g benchmark) benchmark) 180th
Date - 30th - 90th calendar day
(in ₹) calendar calendar from listing
day from day from
listing listing
i. Main Board IPOs
Nil
ii. SME IPOs
1. Spunweb 60.98 96.00 July 21, 151.0 Not Not Not
Nonwoven 2025 0 Applicable Applicable Applicable
Limited
2. Eleganz 78.07 130.00 February 14, 122.0 -23.54% +10.58% Not
Interiors 2025 0 [-2.32%] [+7.58%] Applicable
Limited
3. Fabtech 27.74 85.00 January 10, 161.5 +278.53% + 287.18% [358.65%]
Technologi 2025 0 [+0.62%] [-4.56%] [+8.19%]
es
Cleanrooms
Limited
4. Ganesh 98.57 83.00 December 165.5 +102.41% +58.31% +118.55%
Infraworld 06, 2024 5 [-2.73%] [-9.48%] [-0.55%]
Limited
5. Shiv 101.3 166.00 October 15, 239.0 +57.95% +84.79 +37.41%
Texchem 5 2024 0 [-5.05%] [-5.43%] [-8.14%]
Limited
6. Bondada 42.72 75.00 August 30, 142.5 +123.07% +492.33% +1,114.73%
Engineering 2023 0 [+0.65%] [+1.36%] [+12.38%]
Limited
Source: Price Information www.nseindia.com and www.bseindia.com and Issue Information from Prospectus of respective companies.
Note:
1. The BSE SENSEX and Nifty 50 are considered as the Benchmark Index.
2. “Issue Price” is taken as “Base Price” for calculating % Change in Closing Price of the respective Issues on 30th/90th/180th Calendar
days from listing.
3. “Closing Benchmark” on the listing day of script is taken as “Base Benchmark” for calculating % Change in Closing Benchmark on
30th/90th/180th Calendar days from listing. Although it shall be noted that for comparing the script with Benchmark, the +/- % Change
in Closing Benchmark has been calculated based on the Closing Benchmark on the same day as that of calculated for script in the
manner provided in Note No. 4 below.
4. In case 30th/90th/180th day is not a trading day, closing price on BSE or NSE of the previous trading day for the script has been considered,
however, if script is not traded on that previous trading day then last trading price has been considered.
Summary Statement of Disclosure
F.Y. Total Total No. of IPOs trading No. of IPOs trading at No. of IPOs trading No. of IPOs
no. amount of at discount - 30th premium - 30th at discount - 180th trading at
of funds raised calendar days from calendar days from calendar days from premium - 180th
IPOs (₹Cr.) listing listing listing calendar days
from listing
Over Between Less Over Between Less Over Between Less Over Between Less
50% 25 - than 50% 25 - 50% than 50% 25 - than 50% 25 - than
50% 25% 25% 50% 25% 50% 25%
Main Board IPOs
2024-25
N.A.
2023-24
264F.Y. Total Total No. of IPOs trading No. of IPOs trading at No. of IPOs trading No. of IPOs
no. amount of at discount - 30th premium - 30th at discount - 180th trading at
of funds raised calendar days from calendar days from calendar days from premium - 180th
IPOs (₹Cr.) listing listing listing calendar days
from listing
Over Between Less Over Between Less Over Between Less Over Between Less
50% 25 - than 50% 25 - 50% than 50% 25 - than 50% 25 - than
50% 25% 25% 50% 25% 50% 25%
2022-23
SME IPOs
2025-26 1 60.96 - - - - - - - - - - - -
2024-25 4 305.73 - - 1 3 - - - - - 3. N.A. N.A.
2023-24 1 42.72 - - - 1 - - - - - 1 - -
N.A. – Not Applicable
Notes:
1. Issue opening date is considered for calculation of total number of IPOs in the respective financial year.
2. Source: www.nseindia.com and www.bseindia.com
PERFORMANCE VIS-A-VIS OBJECTS
Except as stated in the chapter titled “Capital Structure” on page 81 of this Prospectus, our Company has not
undertaken any previous public or rights issue. None of the Entities or associates of our Company are listed on
any stock exchange.
PERFORMANCE VIS-À-VIS OBJECTS –PUBLIC/ RIGHTS ISSUE OF SUBSIDIARIES/ LISTED
PROMOTERS
As on the date of this Prospectus, our Company does not have any listed subsidiary or listed promoters.
STOCK MARKET DATA FOR OUR EQUITY SHARES
This being an initial public offering of the Equity Shares of our Company, the Equity Shares are not listed on
any Stock Exchanges as on the date of this Prospectus, and accordingly, no stock market data is available for
the Equity Shares.
MECHANISM FOR REDRESSAL OF INVESTOR GRIEVANCES
The Registrar Agreement provides for the retention of records with the Registrar to the Issue for a minimum period
of three years from the date of listing and commencement of trading of the Equity Shares on the Stock Exchanges,
subject to agreement with our Company for storage of such records for longer period, to enable the investors to
approach the Registrar to the Issue for redressal of their grievances.
In terms of SEBI Master Circular, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16,
2021, as amended pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated September 2, 2021,
SEBI/HO/CFD/DIL2/CIR/P/2022/51 date April 20, 2021 and SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30,
2022 subject to applicable law, any ASBA Bidder whose Bid has not been considered for Allotment, due to failure
on the part of any SCSB, shall have the option to seek redressal of the same by the concerned SCSB within three
months of the date of listing of the Equity Shares. SCSBs are required to resolve these complaints within 15 days,
failing which the concerned SCSB would have to pay interest at the rate of 15% per annum for any delay beyond
this period of 15 days. Further, the investors shall be compensated by the SCSBs at the rate higher of ₹100 per day
or 15% per annum of the application amount in the events of delayed or withdrawal of applications, blocking of
multiple amounts for the same UPI application, blocking of more amount than the application amount, delayed
unblocking of amounts for non-allotted/partially allotted applications for the stipulated period. In an event there is
a delay in redressal of the investor grievance in relation to unblocking of amounts, the Book Running Lead
Manager shall compensate the investors at the rate higher of ₹100 per day or 15% per annum of the application
amount.
265SEBI pursuant to its circular bearing reference number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9,
2023 has reduced the time taken for listing of specified securities after the closure of public issue to 3 working
days (T+3 days) as against the present requirement of 6 working days (T+6 days). ‘T’ being issue closing date. In
partial modification to circulars dated March 16, 2021 and April 20, 2022, the compensation to investors for delay
in unblocking of ASBA application monies (if any) shall be computed from T+3 day. The provisions of this circular
shall be applicable, on voluntary basis for public issues opening on or after September 1, 2023 and on mandatory
basis for public issues opening on or after December 1, 2023. Our Company may choose to close this Issue within
three (03) working days, in accordance with the timeline provided under the aforementioned circular. The timelines
prescribed for public issues as mentioned in SEBI circulars dated November 1, 2018, September 28, 2019,
November 8, 2019, March 30, 2020, March 16, 2021, September 2, 2021, and April 20, 2022 shall stand modified
to the extent stated in this Circular.
For helpline details of the Book Running Lead Manager pursuant to SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, see “General Information – Book Running
Lead Manager” on page 69 of this Prospectus.
All grievances relating to the Issue, may be addressed to the Registrar to the Issue with a copy to the relevant
Designated Intermediary to whom the Application Form was submitted, giving full details such as name of the
Applicant, Application Form number, Applicant’s DP ID, Client ID, PAN, address of Applicant, number of Equity
Shares applied for, ASBA Account number in which the amount equivalent to the Application Amount was
blocked or the UPI ID, date of Application Form and the name and address of the relevant Designated Intermediary
where the Application was submitted. Further, the Applicant must enclose the Acknowledgment Slip or the
application number from the Designated Intermediary in addition to the documents or information mentioned
hereinabove. All grievances relating to the Application submitted through Registered Brokers may be addressed
to the Stock Exchange with a copy to the Registrar to the Issue.
Anchor Investors are required to address all grievances in relation to the Issue to the Book Running Lead Manager.
The Registrar to the Issue will obtain the required information from the SCSBs and Sponsor Bank for addressing
any clarifications or grievances of ASBA Applicant. Our Company, the Book Running Lead Manager and the
Registrar to the Issue accept no responsibility for errors, omissions, commission or any acts of SCSBs including
any defaults in complying with its obligations under SEBI ICDR Regulations. Investors can contact our Company
Secretary and Compliance Officer or the Registrar to the Issue in case of any pre-Issue or Post-Issue related
problems such as non-receipt of letters of Allotment, non-credit of allotted Equity Shares in the respective
beneficiary account, non-receipt of refund intimations and non-receipt of funds by electronic mode.
Our Company has obtained authentication on the SCORES in terms of SEBI circular no. CIR/OIAE/1/2013 dated
April 17, 2013 and will comply with the SEBI circular (CIR/OIAE/1/2014) dated December 18, 2014 in relation
to redressal of investor grievances through SCORES. Our Company has not received any complaints as on the
date of this Prospectus.
DISPOSAL OF INVESTOR GRIEVANCES BY OUR COMPANY
Our Company estimates that the average time required by our Company or the Registrar to the Issue for the
redressal of routine investor grievances shall be fifteen (15) Working Days from the date of receipt of the
complaint. In case of complaints that are not routine or where external agencies are involved, our Company will
seek to redress these complaints as expeditiously as possible. Our Company has constituted Stakeholders
Relationship Committee in the meeting of our Board of Directors held on December 04, 2024. For further details
on the Stakeholders Relationship Committee, please refer to section titled “Our Management” on page 177 of
this Prospectus.
Our Company has appointed N Saptharishi as the Company Secretary and Compliance Officer, who may be
contacted in case of any pre-issue or post-issue related problems at the following address:
N Saptharishi
Plot no. 16 (NP), 3rd Floor, Indiqube Palmyra,
SIDCO Industrial Estate, Ekkatuthangal,
266Guindy Industrial Estate, Chennai,
Chennai City Corporation, Tamil Nadu – 600032, India.
Telephone: +91-44 2260 4444
E-mail: corporate@sbsaviation.in
Till date of this Prospectus, our Company has not received any investor complaint and no complaints is pending
for resolution.
Further, our Company has constituted a Stakeholders’ Relationship Committee, which is responsible for review
and redressal of grievances of the security holders of our Company. For details, see “Our Management –
Committees of our Board” on page 185 of this Prospectus.
PREVIOUS ISSUES OF EQUITY SHARES OTHERWISE THAN FOR CASH
Except as stated in the chapter titled “Capital Structure” on page 81 of this Prospectus, our Company has not
issued any Equity Shares for consideration otherwise than for cash.
PARTICULARS IN REGARD TO THE ISSUER AND OTHER LISTED GROUP
COMPANIES/SUBSIDIARIES/ASSOCIATES WHICH MADE ANY CAPITAL ISSUE DURING THE
LAST THREE YEARS
Name of the Company Afcom Holdings Limited
Year of Issue 2024
Type of Issue (public/rights/composite) Public
Amount of issue ₹7,383.31 Lakhs
Date of closure of issue August 6, 2024
Date of allotment and date of credit of securities August 7, 2024
to the demat account
Date of completion of the project, where object of Not Applicable
the issue was financing the project
Rate of dividend paid Not Applicable
OUTSTANDING DEBENTURES OR BONDS AND REDEEMABLE PREFERENCE SHARES AND
OTHER INSTRUMENTS
There are no outstanding debentures or bonds, or redeemable preference shares and other instruments issued by
the Company as on the date of this Prospectus.
EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAWS, IF ANY,
GRANTED BY SEBI
As on the date of this Prospectus, our Company has not applied or received any exemptions from SEBI from
complying with any provisions of securities laws.
Conflict of interest between the suppliers of raw materials and third-party service providers
There is no conflict of interest between the third party service providers (crucial for operations of our Company)
and our Company, Promoters, Promoter Group, Key Managerial Personnel, Senior Management Personnel,
Directors and the Group Companies and its directors.
Conflict of interest between the lessor of the immovable properties of the Company
There is no conflict of interest between the lessor of the immovable properties (crucial for operations of our
Company) and our Company, Promoters, Promoter Group, Key Managerial Personnel, Senior Management
Personnel, Directors and Group Companies and its directors
[Remainder of the page has been intentionally left blank]
267SECTION X - ISSUE RELATED INFORMATION
TERMS OF THE ISSUE
The Equity Shares being Allotted pursuant to this Issue will be subject to the provisions of the Companies Act,
SEBI ICDR Regulations, SEBI LODR Regulations, SCRA, SCRR, our Memorandum and Articles of Association,
the terms of the Draft Red Herring Prospectus, the Red Herring Prospectus and this Prospectus, the Abridged
Prospectus, Application Form, any Revision Form, the CAN/Allotment Advice and other terms and conditions as
may be incorporated in the Allotment Advice and other documents/certificates that may be executed in respect of
the Issue. The Equity Shares will also be subject to laws as applicable, guidelines, rules, notifications and
regulations relating to the issue of capital and listing and trading of securities issued from time to time by SEBI,
the Government of India, the Stock Exchange(s), the RBI, RoC and/or other authorities, as in force on the date of
the issue and to the extent applicable or such other conditions as may be prescribed by the SEBI, the RBI, the
Government of India, the Stock Exchange(s), the RoC and/or any other authorities while granting its approval for
the Issue.
SEBI through the UPI Circulars has proposed to introduce an alternate payment mechanism using Unified
Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. UPI has been
introduced in a phased manner as a payment mechanism with the ASBA for applications by Retail Individual
Investors through intermediaries from January 1, 2019. The UPI Mechanism for Retail Individual Investors
applying through Designated Intermediaries, in phase I, was effective along with the prior process and existing
timeline of T+6 days (“UPI Phase I”), until June 30, 2019. Subsequently, for applications by Retail Individual
Investors through Designated Intermediaries, the process of physical movement of forms from Designated
Intermediaries to SCSBs for blocking of funds has been discontinued and only the UPI Mechanism with existing
timeline of T+6 days was applicable until further notice pursuant to SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 (“UPI Phase II”). Thereafter, the final reduced
timeline of T+3 days for the UPI Mechanism for applications by UPI Bidders (“UPI Phase III”) and modalities
of the implementation of UPI Phase III was notified by SEBI vide its circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, and made effective on a voluntary basis for all
issues opening on or after September 1, 2023, and on a mandatory basis for all issues opening on or after
December 1, 2023 (“T+3 Notification”). Accordingly, the Issue will be undertaken pursuant to the processes and
procedures under UPI Phase III on a mandatory basis, subject to any circulars, clarification or notification issued
by the SEBI pursuant to the T+3 Notification.
THE ISSUE
The Issue is a Fresh Issue and the expenses for the Issue shall be borne by our Company.
RANKING OF EQUITY SHARES
The Equity Shares being issued pursuant to the Issue will be subject to the provisions of the Companies Act, SEBI
LODR Regulations, SEBI ICDR Regulations, SCRA read with SCRR, the Memorandum and the Articles of
Association and will rank pari passu in all respects with the existing Equity Shares of our Company, including in
respect of rights to receive dividends and other corporate benefits, if any, declared by us after the date of
Allotment/transfer in accordance with the provisions of the Companies Act and the Articles of Association. For
further details, please refer to chapter “Description of Equity Shares and Terms of the Articles of Association” on
page 324 of this Prospectus.
MODE OF PAYMENT OF DIVIDEND
Our Company will pay dividends, if declared, to the Shareholders, as per the provisions of the Companies Act,
2013, the declaration of dividends will depend on a number of factors, including but not limited to earnings, capital
requirements and overall financial condition of our Company. We shall pay dividends in cash and as per provisions
of the Companies Act, 2013. Dividends, if any, declared by our Company after the date of Allotment will be
payable to the transferee who has been Allotted Equity Shares in the Issue, for the entire year. For more
information, see “Dividend Policy” and “Description of Equity Shares and Terms of the Articles of Association”
on pages 201 and 324, respectively, of this Prospectus.
268FACE VALUE, ISSUE PRICE AND PRICE BAND
The face value of each Equity Share is ₹ 10/- and the Issue Price at the lower end of the Price Band is ₹ 210/- per
Equity Share and at the higher end of the Price Band is ₹ 225/- per Equity Share. The Anchor Investor Issue Price
is ₹ 225/- per Equity Share.
The Price Band and the Bid Lot have been decided by our Company, in consultation with the BRLM, and
published by our Company in all edition of Financial Express (a widely circulated English national daily
newspaper) and all edition of Jansatta (a widely circulated Hindi national daily newspaper) and Tamil edition of
Makkalkural (a widely circulated Tamil daily newspaper, Tamil being the regional language of Tamil Nadu, where
our registered office is located) at least two Working Days prior to the Bid/Issue Opening Date, and have been
made available to the Stock Exchange for the purpose of uploading the same on their website. The Price Band,
along with the relevant financial ratios calculated at the Floor Price and at the Cap Price have been pre-filled in
the Bid-cum-Application Forms available at the website of the Stock Exchange. The Issue Price have been
determined by our Company, in consultation with the BRLM, after the Bid/Issue Closing Date, on the basis of
assessment of market demand for the Equity Shares Issued by way of the Book Building Process.
At any given point of time there were only one denomination of the Equity Shares of our Company, subject to
applicable laws.
Compliance with disclosure and accounting norms
Our Company will comply with all disclosures and accounting norms as specified by the SEBI from time to time.
RIGHTS OF THE EQUITY SHAREHOLDERS
Subject to applicable laws, rules, regulations and guidelines and our Articles of Association, our Shareholders will
have the following rights:
• Right to receive dividends, if declared;
• Right to receive Annual Reports and notices to members;
• Right to attend general meetings and exercise voting rights, unless prohibited by law;
• Right to vote on a poll either in person or by proxy and e-voting, in accordance with the provisions of
the Companies Act;
• Right to receive offers for rights shares and be allotted bonus shares, if announced;
• Right to receive surplus on liquidation, subject to all statutory and preferential claim being satisfied;
• Right of free transferability of the Equity Shares, subject to applicable laws including any RBI rules and
regulations; and
• Such other rights, as may be available to a shareholder of a listed public company under the Companies
Act, SEBI LODR Regulations and our Memorandum and Articles of Association.
For a detailed description of the main provisions of the Articles of Association of our Company relating to voting
rights, dividend, forfeiture and lien, transfer, transmission and/or consolidation or splitting, see “Description of
Equity Shares and Terms of the Articles of Association” on page 324 of this Prospectus.
ALLOTMENT ONLY IN DEMATERIALISED FORM
Pursuant to Section 29 of the Companies Act and the SEBI ICDR Regulations, the Equity Shares will be allotted
only in dematerialised form. As per the SEBI ICDR Regulations, the trading of the Equity Shares will only be in
dematerialized form. In this context, our Company has executed 2 (Two) separate agreements amongst the
Depositories and the Registrar to the Issue as follows:
• Tripartite agreement dated April 22, 2024, amongst our Company, NSDL and the Registrar to the Issue.
• Tripartite agreement dated April 18, 2024, amongst our Company, CDSL and the Registrar to the Issue.
As per the provisions of the Depositories Act, 1996 & regulations made thereunder, and Section 29 (1) of the
Companies Act, 2013, the equity shares of a body corporate shall be in dematerialized form i.e. not in the form of
269physical certificates but be fungible and be represented by the statement issued through electronic mode.
MINIMUM APPLICATION VALUE, MARKET LOT AND TRADING LOT
In accordance with Regulation 267 (2) of the SEBI ICDR Regulations, our Company shall ensure that the
minimum application size shall be two lots provided that the Minimum Application value shall be above ₹
2,00,000. The trading of the Equity Shares will happen in the minimum contract size of 6,00 Equity Shares of the
face value of ₹10/- each and the same may be modified by the EMERGE Platform of NSE (the “NSE EMERGE”)
from time to time by giving prior notice to investors at large. Allocation and allotment of Equity Shares through
this Issue will be done in multiples of 6,00 Equity Shares of the face value of ₹10/- each subject to a minimum
allotment of 1,200 Equity Shares of the face value of ₹10/- each to the successful Applicants in terms of the SEBI
circular No. CIR/MRD/DSA/06/2012 dated February 21, 2012.
For further details, see “Issue Procedure” on page 283 of this Prospectus
MINIMUM NUMBER OF ALLOTTEES
In accordance with Regulation 268(1) of the SEBI ICDR Regulations, the minimum number of allottees in this
Issue must be two hundred (200) shareholders. In case the minimum number of prospective allottees is less than
two hundred (200), no allotment will be made pursuant to this Issue and the monies collected will be refunded
within two (2) Working Days of closure of the Issue.
JOINT HOLDERS
Subject to provisions of the Articles of Association, where two or more persons are registered as holders of the
Equity Shares, they will be deemed to hold such Equity Shares as joint holders with benefits of survivorship.
JURISDICTION
The competent courts/authorities in Chennai will have exclusive jurisdiction for the purpose of this Issue.
The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933
(“Securities Act”) and may not be issued or sold within the United States (as defined in Regulation S under
the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. Accordingly, the Equity Shares are only being issued and sold outside
the United States in offshore transactions in compliance with Regulation S under the Securities Act and
applicable laws of the jurisdiction where the Issue occurs.
The Equity Shares have not been and will not be registered, listed, or otherwise qualified in any other jurisdiction
outside India and may not be issued or sold, and applications may not be made by persons in any such jurisdiction,
except in compliance with the applicable laws of such jurisdiction.
NOMINATION FACILITY TO INVESTORS
In accordance with Section 72(1) and 72(2) of the Companies Act, 2013, the sole or first applicant, along with
other joint applicants, may nominate any one person in whom, in the event of the death of the sole applicant or in
case of joint applicants, death of all the applicants, as the case may be, the Equity Shares allotted, if any, shall
vest. A person, being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s),
shall in accordance with Section 72(3) of the Companies Act, be entitled to the same advantages to which he or
she would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor,
the holder(s) may make a nomination to appoint, in accordance with Section 72(4) of the Companies Act, any
person to become entitled to Equity Share(s) in the event of his or her death during the minority. A nomination
shall stand rescinded upon a sale of equity share(s) by the person nominating a nominee. A buyer will be entitled
to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form
available on request at the Registered Office of our Company or at the offices of the Registrar and Transfer Agents
of our Company.
In accordance with the Articles of Association of the Company, any Person who becomes a nominee by virtue of
270Section 72 of the Companies Act, 2013, must upon the production of such evidence as may be required by the
Board, elect either:
• to register himself or herself as the holder of the Equity Shares; or
• to make such transfer of the Equity Shares, as the deceased holder could have made.
Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or
herself or to transfer the Equity Shares and if the notice is not complied with within a period of 90 (ninety) days,
the Board may thereafter withhold payment of all dividends, bonuses or other money payable in respect of the
Equity Shares, until the requirements of the notice have been complied with.
Since the Allotment of Equity Shares in the Issue will be made only in dematerialized mode there is no need to
make a separate nomination with our Company. Nominations registered with the Depository Participant of the
Applicant would prevail. If the Applicant wants to change the nomination, he/she is requested to inform their
respective Depository Participant.
RESTRICTIONS, IF ANY ON THE TRANSFER AND TRANSMISSION OF EQUITY SHARES
Except for the lock-in of the pre-issue capital of our Company, Promoters’ minimum contribution as provided in
“Capital Structure” on page 81 of this Prospectus and except as provided in the Articles of Association there are
no restrictions on transfer of Equity Shares. Further, there are no restrictions on the transmission of
shares/debentures and on their consolidation/splitting, except as provided in the Articles of Association. For
details, please refer “Description of Equity Shares and Terms of the Articles of Association” on page 324 of this
Prospectus.
The above information is given for the benefit of the Applicants. The Applicants are advised to make their own
enquiries about the limits applicable to them. Our Company and the BRLM do not accept any responsibility for
the completeness and accuracy of the information stated herein above. Our Company and the BRLM are not liable
to inform the investors of any amendments or modifications or changes in applicable laws or regulations, that may
occur after the date of this Prospectus. Applicants are advised to make their independent investigations and ensure
that the number of Equity Shares Applied for does not exceed the applicable limits under laws or regulations.
ARRANGEMENTS FOR DISPOSAL OF ODD LOTS
The trading of the Equity Shares will happen in the minimum contract size of 6,00 shares in terms of the SEBI
Circular No. CIR/MRD/DSA/06/2012 dated February 21, 2012. However, in terms of Regulation 261(5) of the
SEBI ICDR Regulations, the Market Maker shall buy the entire shareholding of a shareholder in one lot, where
the value of such shareholding is less than the minimum contract size allowed for trading on the EMERGE
Platform of NSE (the “NSE EMERGE”).
APPLICATION BY ELIGIBLE NRIs, FPIs or VCFs REGISTERED WITH SEBI
It is to be understood that there is no reservation for Eligible NRIs, FPIs or VCF registered with SEBI. Such
Eligible NRIs, FPIs or VCF registered with SEBI will be treated on the same basis with other categories for the
purpose of Allocation.
AS PER THE EXTENT GUIDELINES OF THE GOVERNMENT OF INDIA, OCBs CANNOT
PARTICIPATE IN THIS ISSUE
NRIs, FPIs/FIIs and foreign venture capital investors registered with SEBI are permitted to purchase shares of an
Indian company in a public Issue without the prior approval of the RBI, so long as the price of the equity shares
to be Issued is not less than the price at which the equity shares are issued to residents. The transfer of shares
between an Indian resident and a non-resident does not require the prior approval of the FIPB or the RBI, provided
that (i) the activities of the investee company are under the automatic route under the foreign direct investment
(“FDI”) Policy and the non-resident shareholding is within the sectoral limits under the FDI policy; and (ii) the
pricing is in accordance with the guidelines prescribed by the SEBI/RBI.
PRE – ISSUE AND PRICE BAND ADVERTISEMENT
271Subject to Section 30 of the Companies Act 2013, our Company has, after registering the Red Herring Prospectus
with the ROC, published a Pre-Issue and Price Band advertisement, in the form prescribed by the SEBI
Regulations, in all edition of Financial Express (a widely circulated English national daily newspaper) and all
edition of Jansatta (a widely circulated Hindi national daily newspaper) and Tamil edition of Makkalkural (a
widely circulated Tamil daily newspaper, Tamil being the regional language of Tamil Nadu, where our registered
office is located). In the Pre-Issue and Price Band advertisement, we have stated the Bid/Issue Opening Date and
the Bid/ Issue Closing Date and the floor price or price band along with necessary details subject to regulation
250 of SEBI ICDR Regulations. This advertisement, subject to the provisions of section 30 of the Companies Act,
2013, have been in the format prescribed in Part A of Schedule X of the SEBI ICDR Regulations. The above
information is given for the benefit of the Bidders. The Bidders advised to make their own enquiries about the
limits applicable to them. Our Company and the Book Running Lead Manager do not accept any responsibility
for the completeness and accuracy of the information stated hereinabove. Our Company and the Book Running
Lead Manager are not liable to inform the investors of any amendments or modifications or changes in applicable
laws and regulations, which may occur after the date of this Prospectus. Bidders are advised to make their
independent investigations and ensure that the number of Equity Shares applied for do not exceed the applicable
limits under laws and regulations.
NEW FINANCIAL INSTRUMENTS
There are no new financial instruments such as deep discounted bonds, debenture, warrants, secured premium
notes, etc. issued by our Company.
WITHDRAWAL OF THE ISSUE
Our Company, in consultation with the Book Running Lead Manager, reserves the right to not proceed with the
Issue, in whole or in part thereof, after the Issue Opening Date but before the Allotment. In such an event, our
Company will issue a public notice in the newspapers in which the Pre-Issue and Price Band advertisements are
published, within 2 (two) days of the Issue Closing Date or such other time as may be prescribed by SEBI,
providing reasons for not proceeding with the Issue. The Book Running Lead Manager, through the Registrar to
the Issue, will notify the SCSBs and the Sponsor Bank (in case of Individual Investors using the UPI Mechanism),
to unblock the bank accounts of the ASBA Applicants and the Escrow Collection Bank to release the application
amounts to the Investors, within one (1) Working Day from the date of receipt of such notification. Our Company
will also inform the same to the Stock Exchange on which the Equity Shares are proposed to be listed.
Notwithstanding the foregoing, this Issue is also subject to obtaining the final listing and trading approvals of the
Stock Exchange, which our Company shall apply for after Allotment. If our Company withdraws the Issue after
the Issue Closing Date and thereafter determines that it will proceed with the Issue, our Company shall file a fresh
Draft Red Herring Prospectus with Stock Exchange.
BID / ISSUE PROGRAMME
BID/ISSUE OPENED ON FRIDAY, AUGUST 01, 2025
BID/ISSUE CLOSED ON TUESDAY, AUGUST 05, 2025
An indicative timetable in respect of the Issue is set out below:
Event Indicative Date
Anchor Opening Date Thursday, July 31, 2025
Issue Opening Date Friday, August 01, 2025
Issue Closing Date Tuesday, August 05, 2025
Finalisation of Basis of Allotment with the Designated Stock On or about Wednesday, August 06, 2025
Exchange
Initiation of Refunds for Anchor Investors/ unblocking of On or about Thursday, August 07, 2025
funds from ASBA Account
Credit of Equity Shares to demat account of the Allottees On or about Thursday, August 07, 2025
Commencement of trading of the Equity Shares on the On or about Friday, August 08, 2025
272Stock Exchange
In case of any delay in unblocking amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding two Working Days from the Bid/ Issue Closing Date, the Bidder shall be compensated at
a uniform rate of ₹ 100 per day or 15% per annum of the Bid Amount, whichever is higher, for the entire duration
of delay exceeding two Working Days from the Bid/ Issue Closing Date by the intermediary responsible for
causing such delay in unblocking. The BRLM shall, in their sole discretion, identify and fix the liability on such
intermediary or entity responsible for such delay in unblocking.
The Bidder shall be compensated in the manner specified in the SEBI Master Circular no. SEBI/HO/CFD/PoD-
1/P/CIR/2024/0154 dated November 11, 2024 and the SEBI circular no.
SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/76 dated May 30, 2022, which for the avoidance of doubt, shall
be deemed to be incorporated in the agreements to be entered into between our Company with the relevant
intermediaries, to the extent applicable.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the
remitter banks (SCSBs) only after such banks provide a written confirmation of compliance with SEBI Master
Circular no. SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated November 11, 2024.
The above timetable is indicative and does not constitute any obligation on our Company or the Book
Running Lead Manager.
Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing
and the commencement of trading of the Equity Shares on the Stock Exchange are taken within 3 Working
Days of the Bid/Issue Closing Date, the timetable may change due to various factors, such as extension of
the Bid/Issue Period by Company, revision of the Price Band or any delays in receiving the final listing and
trading approval from the Stock Exchange. The Commencement of trading of the Equity Shares will be
entirely at the discretion of the Stock Exchange and in accordance with the applicable laws.
In terms of the UPI Circulars, in relation to the Issue, the BRLM will be required to submit reports of compliance
with timelines and activities prescribed by SEBI in connection with the allotment and listing procedure within
three Working Days from the Bid/Issue Closing Date or such other time as may be prescribed by SEBI, identifying
non-adherence to timelines and processes and an analysis of entities responsible for the delay and the reasons
associated with it.
Any circulars or notifications from SEBI after the date of this Prospectus may result in changes to the listing
timelines. Further, the Issue Procedure is subject to change to any revised SEBI circulars to this effect.
Submission of Bids (other than Bids from Anchor Investors):
Bid/Issue Period (except the Bid/Issue Closing Date)
Submission and revision of Bids Only between 10.00 a.m. and 5.00 p.m. (Indian
Standard Time (“IST”)
Bid/Issue Closing Date*
Submission of Electronic Applications (Online ASBA Only between 10.00 a.m. and up to 5.00 p.m. IST
through 3-in-1 accounts) – For Individual Investors, other
than QIBs and Non-Institutional Investors
Submission of Electronic Applications (Bank ASBA Only between 10.00 a.m. and up to 4.00 p.m. IST
through Online channels like Internet Banking, Mobile
Banking and Syndicate UPI ASBA applications)
Submission of Electronic Applications (Syndicate Non- Only between 10.00 a.m. and up to 3.00 p.m. IST
Retail, Non-Individual Applications)
Submission of Physical Applications (Bank ASBA) Only between 10.00 a.m. and up to 1.00 p.m. IST
Submission of Physical Applications (Syndicate Non- Only between 10.00 a.m. and up to 12.00 p.m. IST
Retail, Non-Individual Applications of QIBs and Non-
Institutional Investors
Modification/ Revision/ Cancellation of Bids
273Upward Revision of Bids by QIBs and Non-Institutional Only between 10.00 a.m. on the Bid/Issue
Investors categories# Opening Date and up to 4.00 p.m. IST on
Bid/Issue Closing Date
Upward revision of Bids by Individual Investors Only between 10.00 a.m. and up to 5.00 p.m. IST
on Bid/ Issue Closing Date
* UPI mandate end time is at 5:00 p.m. on the Bid/ Issue Closing Date.
# Individual Investors, QIBs and Non-Institutional Bidders could neither revise their bids downwards nor cancel/withdraw their Bids.
On the Bid/Issue Closing Date, the Bids shall be uploaded until:
(i) 4 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders, and
(ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchange, in case of Bids by
Individual Investors
On Bid/Issue Closing Date, an extension of time could have been granted by the Stock Exchange only for
uploading Bids received by Individual Investors, after taking into account the total number of Bids received and
as reported by the Book Running Lead Manager to the Stock Exchange.
The Registrar to the Issue have submitted the details of cancelled/ withdrawn/ deleted applications to the SCSBs
on a daily basis within 60 minutes of the Bid closure time from the Bid/ Issue Opening Date until the Bid/ Issue
Closing Date by obtaining the same from the Stock Exchange. The SCSBs unblocked such applications by the
closing hours of the Working Day and submit the confirmation to the BRLM and the RTA on a daily basis.
The Designated Intermediaries modified select fields uploaded in the Stock Exchange Platform during the
Bid/Issue Period till 5.00 pm on the Bid/Issue Closing Date after which the Stock Exchange(s) send the bid
information to the Registrar to the Issue for further processing.
To avoid duplication, the facility of re-initiation provided to Syndicate Members shall preferably be allowed only
once per bid/batch and as deemed fit by the Stock Exchange, after closure of the time for uploading Bids.
It is clarified that Bids have been processed only after the application monies were blocked in the ASBA
Account and, Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount
was not blocked by SCSBs or not blocked under the UPI Mechanism in the relevant ASBA Account, as the
case may be, have been rejected.
Due to the limitation of time available for uploading the Bids on the Bid/Issue Closing Date, Bidders were advised
to submit their Bids one day prior to the Bid/Issue Closing Date and in any case no later than 12:00 pm on the
Bid/ Issue Closing Date. Any time mentioned in this Prospectus is IST. Bidders were cautioned that, in the event,
that a large number of Bids received on the Bid/Issue Closing Date, as is typically experienced in public Issue,
some Bids may not get uploaded due to lack of sufficient time. Bids and any revision in Bids accepted only during
Working Days. The Designated Intermediaries could modify select fields uploaded in the Stock Exchange
Platform during the Bid/Issue Period till 5.00 pm on the Bid/Issue Closing Date after which the Stock Exchange
sent the bid information to the Registrar to the Issue for further processing.
In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid-
Cum Application Form, for a particular Bidder, the details as per the file received from the Stock Exchange may
be taken as the final data for the purpose of Allotment. In case of discrepancy in the data entered in the electronic
book vis-à-vis the data contained in the physical or electronic Bid-Cum- Application Form, for a particular ASBA
Bidder, the Registrar to the Issue shall ask the relevant SCSBs /RTAs / DPs / stock brokers, as the case may be,
for the rectified data. Our Company in consultation with the BRLM, reserved the right to revise the Price Band
during the Bid/ Issue Period. The revision in the Price Band were not exceed 20% on either side, i.e. the Floor
Price can move up or down to the extent of 20% of the Floor Price and the Cap Price could be revised accordingly.
The Floor Price was not less than the face value of the Equity Shares. In case of revision in the Price Band, the
Bid/ Issue Period could be extended for at least three additional Working Days after such revision, subject to the
Bid/ Issue Period not exceeding 10 Working Days. Any revision in the Price Band, and the revised Bid/ Issue
Period, if applicable, could be widely disseminated by notification to the Stock Exchange, by issuing a press
release and also by indicating the change on the website of the BRLM and at the terminals of Syndicate Members
by intimation to SCSBs, other Designated Intermediaries and the Sponsor Bank, as applicable. In case of revision
274of the Price Band, the Bid Lot could remain the same.
MINIMUM SUBSCRIPTION
This Issue is not restricted to any minimum subscription level. This Issue is 100% underwritten. In the event of
under subscription in the Issue, the obligations of the Underwriter shall get triggered in terms of the Underwriting
Agreement. The Minimum subscription of 100.00% of the Issue Size shall be achieved before our Company
proceeds to get the Basis of Allotment approved by the Designated Stock Exchange.
In terms of Regulation 272(2) of SEBI ICDR Regulations, in case the issuer fails to obtain listing or trading
permission from the Stock Exchange where the specified securities were to be listed, it shall refund through
verifiable means the entire monies received within two (2) days of receipt of intimation from Stock Exchange
rejecting the application for listing of specified securities, and if any such money is not repaid within two (2) days
after the issuer becomes liable to repay it the issuer and every director of the company who is an officer in default
shall, on and from the expiry of the second day, be jointly and severally liable to repay that money with interest
at the rate of fifteen per cent. per annum.
In accordance with Regulation 260(1) of the SEBI ICDR Regulations, our Issue will be one hundred per cent
underwritten. For details of underwriting arrangement, kindly refer to the chapter titled “General Information” on
page 67 of this Prospectus.
Further, in accordance with Regulation 267 of the SEBI ICDR Regulations, 2018, the minimum application size
in terms of number of specified securities shall not be less than two lots with Minimum Application Size shall be
above ₹2,00,000.
Further, in accordance with Regulation 268 of the SEBI ICDR Regulations, our Company shall ensure that the
number of prospective allottees to whom the Equity Shares will be allotted will not be less than 200 (Two-
hundred).
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be issued or sold, and Applications may not be made by persons in any such jurisdiction,
except in compliance with the applicable laws of such jurisdiction
MIGRATION TO THE MAIN BOARD
SEBI vide Circular Nos. CIR/MRD/DSA/17/2010 dated May 18, 2010, has stipulated the requirements for
migration from the SME platform to the main board. The migration policy of NSE was intimated vide circular
Download Ref. No.: NSE/SME/26110 dated March 10, 2014, further revised vide circular Download Ref. No.
NSE/SME/37551 dated April 18, 2018, NSE/SME/47077 dated January 21, 2021, and NSE/SME/56427 dated
April 20, 2023. NSE has further reviewed and revised the migration policy vide Circular No. NSE/SME/61057
dated March 07, 2024 which is effective from April 01, 2024, from NSE EMERGE to NSE Main Board as follows:
a. The paid-up equity capital of the company shall not be less than ₹10 crores and the capitalisation of the
company’s equity shall not be less than ₹25 crores**
**Explanation for this purpose, capitalisation will be the product of the price (average of the weekly high and low of the closing
prices of the related shares quoted on the stock exchange for 3 months preceding the application date) and the Post Issue number
of equity shares.
b. The Company should have positive cash accruals (Earnings before Interest, Depreciation and Tax) from
operations for each of the 3 financial years preceding the migration application and has positive PAT in
the immediate Financial Year of making the migration application to Exchange.
c. The Company should have been listed on the SME platform of the Exchange for at least 3 years.
d. The Company has not referred to the Board of Industrial & Financial Reconstruction (BIFR) &/or No
proceedings have been admitted under the Insolvency and Bankruptcy Code against the issuer and
Promoting companies.
275e. The Company has not received any winding up petition admitted by a NCLT.
f. The net worth* of the Company should be at least ₹75 crores.
*Net Worth – as defined under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
g. Total number of public shareholders on the last day of preceding quarter from date of application should
be at least 1000.
The Company desirous of listing its securities on the main board of the Exchange should also satisfy the Exchange
on the following:
a. The Company should have made disclosures for all material Litigation(s) / dispute(s) / regulatory
action(s) to the stock exchanges where its shares are listed in adequate and timely manner.
b. Cooling period of two months from the date the security has come out of trade-to-trade category or any
other surveillance action, by other exchanges where the security has been actively listed.
c. Redressal mechanism of Investor grievance.
d. PAN and DIN no. of Director(s) of the Company.
e. Change in Control of a Company/Utilisation of funds raised from public.
MARKET MAKING
The Equity Shares Issued through this Issue are proposed to be listed on NSE EMERGE, wherein the Market
Maker to this Issue will ensure compulsory Market Making through the registered Market Makers of NSE for a
minimum period of 3 years from the date of listing on NSE EMERGE. For further details of the agreement entered
into between our Company, the Book Running Lead Manager and the Market Maker please refer to the section
“General Information - Details of the Market Making Arrangement for this Issue” on page 78 of this Prospectus.
OPTION TO RECEIVE SECURITIES IN DEMATERIALIZED FORM
In accordance with the SEBI ICDR Regulations, Allotment of Equity Shares to successful applicants will only be
in the dematerialized form. Applicants will not have the option of Allotment of the Equity Shares in physical form.
The Equity Shares on Allotment will be traded only on the dematerialized segment of the Stock Exchange.
Allottees shall have the option to re-materialize the Equity Shares, if they so desire, as per the provisions of the
Companies Act and the Depositories Act.
[Remainder of the page has been intentionally]
276ISSUE STRUCTURE
This Issue is being made in terms of Regulation 229(2) of Chapter IX of SEBI ICDR Regulations, whereby, an
Issuer whose post Issue paid-up capital shall be more than ₹1,000 lakhs and up to ₹2,500 lakhs, may issue shares
to the public and propose to list the same on NSE EMERGE. For further details regarding the salient features and
terms of such an Issue please refer to the chapter titled “Terms of the Issue” and “Issue Procedure” on pages 268
and 283, respectively of this Prospectus.
The Initial Public Offer is a fresh Issue of 45,57,000 Equity Shares of the face value of ₹10/- each (the “Equity
Shares”) of FlySBS Aviation Limited for cash at a price of ₹ 225 per Equity Share (the “Issue Price”), aggregating
to ₹ 10,253.25 lakhs (the “Issue”). Out of the total issue, 2,29,800 Equity Shares of the face value of ₹ 10/- each
aggregating to ₹ 517.05 lakhs will be reserved for subscription by the market maker (“Market Maker
Reservation Portion”). The Issue less the market maker reservation portion i.e. the Issue of 43,27,200 Equity
Shares of face value of ₹10/- each at an Issue price of ₹ 225/- per equity share aggregating to ₹ 9,736.20 lakhs are
hereinafter referred to as the “Net Issue”. The Issue and the net issue will constitute 26.34% and 25.01%,
respectively of the post-issue paid-up equity share capital of our company.
The Issue is being made by way of the Book Building Process:
Particulars of the Market Maker QIBs(1) Non- Individual
Issue Reservation Institutional Investors
Portion Applicants
Number of Equity 2,29,800 Equity 21,61,800 Equity 6,49,800 Equity 15,15,600 Equity
Shares available for Shares of face Shares of face value Shares of face Shares of face value
allocation(2) value of ₹10/- of ₹10/- each value of ₹10/- of ₹10/- each of less
each each of less allocation to QIB
allocation to QIB Bidders and Non-
Bidders and Institutional
Individual Investors
Investors
Percentage of Issue 5.04% of the Not more than Not less than Not less than
Size available for Issue Size 50.00% of the Net 15.00% of the 35.00% shall be
allocation Issue Size shall be Issue shall be available for
available for available for allocation.
allocation to QIBs. allocation.
However, up to
5.00% of the net
QIB Portion
(excluding the
Anchor Investor
Portion) will be
available for
allocation
proportionately to
Mutual Funds only.
Up to 60.00% of the
QIB Portion may be
available for
allocation to Anchor
Investors and one-
third of the Anchor
Investors Portion
shall be available for
allocation to
domestic mutual
funds only. The
unsubscribed
277Particulars of the Market Maker QIBs(1) Non- Individual
Issue Reservation Institutional Investors
Portion Applicants
portion in the
Mutual Fund
Portion is available
for allocation to
other QIBs.
Basis of Allotment Firm Allotment Proportionate as Allotment to each Allotment to each
Follows (excluding Non-Institutional Individual Investor
the Anchor Investor Bidder shall not shall not be less than
Portion): be less than the the minimum Bid
Minimum NIB Lot, subject to
(a) up to 43,200 Application Size, availability of
Equity Shares of subject to the Equity Shares in the
face value of ₹10/- availability of Individual Investors
each shall be Equity Shares in Portion and the
available for the Non remaining available
allocation on a Institutional Equity Shares if
Proportionate basis Portion, and the any, shall be allotted
to Mutual Funds remaining Equity on a proportionate
only; and; Shares, if any, basis. For details
shall be allotted see, “Issue
(b) 8,22,600 Equity on a proportionate Procedure” on page
Shares of face value basis as follows – 283.
of ₹10/- each shall
be allotted on a (a) one third of
proportionate basis the portion
to all QIBs available to
including Mutual Non-
Funds receiving Institutional
allocation as per (a) Investors
above shall be
reserved for
(c) 12,96,000 Equity Applicants
Shares of face value with
of ₹10/- each may be Application
allocated on a size of more
discretionary basis than two lots
to Anchor Investors and up to
For further details such lots
please refer to the equivalent to
section titled “Issue not more
Procedure” on page than ₹10
283. lakhs;
(b) two third of
the portion
available to
Non-
Institutional
Investors
shall be
reserved for
Applicants
with
Application
278Particulars of the Market Maker QIBs(1) Non- Individual
Issue Reservation Institutional Investors
Portion Applicants
size of more
than ₹10
lakhs; and
(c) any
unsubscribed
portion in
either of the
sub-
categories
specified in
clauses (a) or
(b), may be
allocated to
Applicants
in the
other sub-
category
of Non
Institutional
Investors
Mode of Application Only through the ASBA Process ASBA Process only ASBA Process
ASBA Process only (except in (including UPI only
case of Anchor mechanism to the (including the UPI
Investors) extent of Bids up to ₹ Mechanism)
5,00,000/-)
Minimum 2,29,800 Equity Such number of Such number of Such number of
Application Size Shares of face Equity Shares in Equity Shares in Equity Shares of
value of ₹10/- multiples of 6,00 multiples of 6,00 face value of ₹10
each and in Equity Shares of Equity Shares of each that the Bid
multiple of 6,00 face value of ₹10/- face value of size is two lots
Equity Shares of each that the ₹10/- each such
face value of Application size that the
₹10/- each exceeds two lots. Application size
exceeds two lots
Maximum 2,29,800 Equity Such number of Such number of Such number of
Application Size Shares of face Equity Shares and in Equity Shares in Equity Shares in
value of ₹10/- multiples of 6,00 multiples of 6,00 multiple of 6,00
each Equity Shares of Equity Shares Equity Shares of
face value of ₹10 face value of ₹10 face value of ₹10
each not exceeding each not each that the
the size of the Net exceeding the size Application size
Issue (excluding the of the Net Issue does not exceeds
Anchor Portion), (excluding the two lots.
subject to applicable QIB portion),
limits to each subject to limits
Bidder. as applicable to
the Bidder.
Mode of Allotment Compulsory in dematerialised form
Bid & Allotment Lot A minimum 1,800 Equity Shares of face value of ₹10 each and in multiples of 6,00
Equity shares of face value of ₹10 each for QIBs and NIIs. For Individual Investors
allotment shall not be less than Minimum Application Size.
Trading Lot 6,00 Equity 6,00 Equity Shares of face value of ₹10/- each and in multiples
Shares of face thereof
279Particulars of the Market Maker QIBs(1) Non- Individual
Issue Reservation Institutional Investors
Portion Applicants
value of ₹10/-
each and in
multiples
thereof,
however, the
Market Maker
may accept odd
lots if any in the
market as
required under
the SEBI ICDR
Regulations
Who can apply(3)(4)(5) Market Maker Public financial Resident Indian Resident Indian
institutions as individuals, Eligible individuals,
specified in Non-Resident Eligible NRIs and
Section 2(72) of Individuals HUFs (in the name
the Companies (“NRIs”), Hindu of the karta)
Act, 2013 Undivided Families
(“Companies (“HUFs”) (in the
Act”), scheduled name of the karta),
commercial banks, companies,
Mutual Funds, corporate bodies,
Foreign Portfolio scientific
Investors (“FPIs”) institutions,
(other than societies, trusts,
individuals, family offices and
corporate bodies FPIs who are
and family individuals,
offices), Venture corporate
Capital Funds bodies and family
(“VCFs”), offices which are
Alternate recategorized as
Investment Funds Category II FPIs and
(“AIFs”), Foreign registered with
Venture Capital SEBI.
Investors
(“FVCIs”)
registered with
Securities and
Exchange
Board of India
(“SEBI”),
multilateral
and bilateral
development
financial
institutions, state
industrial
development
corporation,
insurance
companies
registered
with Insurance
280Particulars of the Market Maker QIBs(1) Non- Individual
Issue Reservation Institutional Investors
Portion Applicants
Regulatory and
Development
Authority
of India
(“IRDAI”),
provident funds
(subject to
applicable law)
with minimum
corpus of
₹250,000,000,
pension funds with
minimum
corpus of
₹250,000,000,
registered with the
Pension Fund
Regulatory and
Development
Authority
established under
subsection (1) of
section 3 of the
Pension Fund
Regulatory and
Development
Authority
Act, 2013,
National
Investment Fund
set up
by the
Government of
India (“GoI”)
through
Terms of Payment In case of Anchor Investors: Full Bid Amount shall be paid by the Anchor Investors
at the time of submission of their Bids
In case of all other Bidders: Full application amount will be blocked by the SCSBs
in the bank account of the Applicant including UPI ID in case of UPI Bidders, that is
specified in the Application Form at the time of submission of the Application Form.
Note: SEBI vide its circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, has mandated that ASBA applications in public
issues shall be processed only after the application monies are blocked in the bank accounts of the investors. Accordingly, the Stock Exchange
shall, for all categories of investors viz. QIBs, NIIs and Individual Investors and also for all modes through which the applications are
processed, accept the ASBA applications in their electronic book-building platform only with a mandatory confirmation on the application
monies blocked.
This Issue is being made in terms of Chapter IX of the SEBI ICDR Regulations, as amended from time to time.
(1) Our Company, in consultation with the Book Running Lead Manage, allocated up to 60% of the QIB Portion to Anchor Investors
on a discretionary basis in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion has been
reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price Anchor
Investor Allocation Price. For further details, refer to “Issue Procedure” on page 283.
(2) In terms of Rule 19(2)(b) of the SCRR read with Regulation 252 of the SEBI ICDR Regulations, this is the Issue for at least 25%
of the post Issue paid-up Equity share capital of the Company. This Issue is being made through the Book Building Process,
wherein allocation to the public shall be as per Regulation 252 of the SEBI ICDR Regulations.
281(3) In the event that a Bid is submitted in joint names, the relevant Bidders should ensure that the depository account is also held in
the same joint names and that the names are in the same sequence in which they appear in the Bid cum Application Form. The Bid
cum Application Form contained only the name of the first Bidder whose name should also appear as the first holder of the
beneficiary account held in joint names. The signature of only such first Bidder would be required in the Bid cum Application Form
and such first Bidder would be deemed to have signed on behalf of the joint holders.
(4) Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application Forms
provided that any difference between the Anchor Investor Allocation Price and the Anchor Investor Issue Price shall be payable
by the Anchor Investor Pay-In Date as indicated in the CAN.
(5) Bidders are required to confirm and are deemed to have represented to our Company, the Underwriters, their respective directors,
officers, agents, affiliates and representatives that they are eligible under applicable law, rules, regulations, guidelines and
approvals to acquire the Equity Shares.
Kindly Note:
1. Subject to valid Bids being received at or above the Issue Price, undersubscription, if any, in any category, except in the QIB
Portion, would be allowed to be met with spill-over from any other category or combination of categories of Bidders at the
discretion of our Company in consultation with the Book Running Lead Manager and the Designated Stock Exchange, subject to
applicable laws.
2. SCSBs applying in the Issue must apply through an ASBA Account maintained with any other SCSB.
3. The allocation to Non-Institutional Investors shall be made in the following manner: (a) one third of the portion available to non-
institutional investors was reserved for applicants with application size of more than two lots and up to such lots equivalent to not
more than ₹10 lakhs; (b) two third of the portion available to non-institutional investors was reserved for applicants with
application size of more than ₹10 lakhs; and (c) any unsubscribed portion in either of the sub-categories specified in clauses (a)
or (b), may be allocated to applicants in the other sub-category of Non-Institutional Investors.
Lot Size
SEBI vide circular CIR/MRD/DSA/06/2012 dated February 21, 2012 standardized the lot size for Initial Public
Offer proposing to list on SME exchange/platform and for the secondary market trading on such
exchange/platform, as under:
Issue Price (in ₹) Lot Size (No. of shares)
Up to 14 10000
More than 14 up to 18 8000
More than 18 up to 25 6000
More than 25 up to 35 4000
More than 35 up to 50 3000
More than 50 up to 70 2000
More than 70 up to 90 1600
More than 90 up to 120 1200
More than 120 up to 150 1000
More than 150 up to 180 800
More than 180 up to 250 600
More than 250 up to 350 400
More than 350 up to 500 300
More than 500 up to 600 240
More than 600 up to 750 200
More than 750 up to 1000 160
Above 1000 100
Further to the Circular, at the initial public offer stage the Registrar to the Issue in consultation with BRLM, our
Company and NSE EMERGE shall ensure to finalize the basis of allotment in minimum lots and in multiples of
minimum lot size, as per the above given table. The secondary market trading lot size shall be the same, as shall
be the initial public offer lot size at the application/allotment stage, facilitating secondary market trading.
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282ISSUE PROCEDURE
Please note that the information stated/covered in this section may not complete and/or accurate and as such would
be subject to modification/change. Our Company and the BRLM would not be liable for any amendment,
modification or change in applicable law, which may occur after the date of this Prospectus. Applicants are advised
to make their independent investigations and ensure that their applications are submitted in accordance with
applicable laws and do not exceed the investment limits or maximum number of Equity Shares that can be held
by them under applicable law or as specified in this Prospectus.
All Applicants should read the General Information Document for Investing in Public Issue (“GID”) prepared
and issued in accordance with the SEBI Circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020
and UPI Circulars which highlight the key rules, processes and procedures applicable to public issues in general
in accordance with the provisions of the Companies Act, the SCRA, the SCRR and the SEBI ICDR Regulations.
The General Information Document is available on the website of Stock Exchange, the Company and the Book
Running Lead Manager, before opening of the issue. The investors should note that the details and process
provided in the General Information Document should be read along with this section.
Additionally, all Applicants may refer to the General Information Document for information in relation to (i)
category of investors eligible to participate in the Issue; (ii) maximum and minimum Bid size; (iii) price discovery
and allocation of shares; (iv) payment Instructions for ASBA Applicants; (v) issuance of Confirmation of
Allocation Note (“CAN”) and Allotment in the Issue; (vi) General Instructions (limited to instructions for
completing the Application Form); (vii) Submission of Application Form; (viii) Designated Dated (ix) Other
Instructions (limited to joint bids in cases of individual, multiple bids and instances when an application would be
rejected on technical grounds); (x) applicable provisions of Companies Act relating to punishment for fictitious
applications; (xi) mode of making refunds; and (xii) interest in case of delay in Allotment or refund.
SEBI through the UPI Circulars has proposed to introduce an alternate payment mechanism using Unified
Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. UPI has been
introduced in a phased manner as a payment mechanism with the ASBA for applications by Retail Individual
Investors through intermediaries from January 1, 2019. The UPI Mechanism for Retail Individual Investors
applying through Designated Intermediaries, in phase I, was effective along with the prior process and existing
timeline of T+6 days (“UPI Phase I”), until June 30, 2019. Subsequently, for applications by Retail Individual
Investors through Designated Intermediaries, the process of physical movement of forms from Designated
Intermediaries to SCSBs for blocking of funds has been discontinued and only the UPI Mechanism with existing
timeline of T+6 days was applicable until further notice pursuant to SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 (“UPI Phase II”). Thereafter, the final reduced
timeline of T+3 days for the UPI Mechanism for applications by UPI Bidders (“UPI Phase III”) and modalities
of the implementation of UPI Phase III was notified by SEBI vide its circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 and made effective on a voluntary basis for all issues
opening on or after September 1, 2023 and on a mandatory basis for all issues opening on or after December 1,
2023 (“T+3 Notification”). Accordingly, the Issue will be undertaken pursuant to the processes and procedures
under UPI Phase III on mandatory basis, subject to any circulars, clarification or notification issued by the SEBI
pursuant to the T+3 Notification.
Further, pursuant to SEBI master circular bearing reference no. SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated
May 7, 2024 (“SEBI RTA Master Circular”) and circular (SEBI/HO/CFD/DIL2/P/CIR/2022/75) dated May 30,
2022, has introduced certain additional measures for streamlining the process of initial public offers and redressing
investor grievances. The provisions of these circulars are deemed to form part of this Prospectus. Furthermore,
pursuant to circular (SEBI/HO/CFD/DIL2/P/CIR/P/2022/45) dated April 5, 2022, all individual bidders in initial
public offerings whose Bid sizes are up to ₹500,000 shall use the UPI Mechanism for submitting their bids.
Additionally, pursuant to circular (SEBI/HO/CFD/DIL2/P/CIR/2022/75) dated May 30, 2022, applications made
using the ASBA facility in initial public offerings shall be processed only after application monies are blocked in
the bank accounts of investors (all categories).
The list of Banks that have been notified by SEBI as Issuer Banks for UPI are provided on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40. The list of Stock
Brokers, Depository Participants (DP), Registrar to an Issue and Share Transfer Agent (RTA) that have been
notified by NSE EMERGE to act as intermediaries for submitting Application Forms are provided on the website
283of NSE at www.nseindia.com. For details on their designated branches for submitting Application Forms, please
see the above-mentioned website of NSE EMERGE.
ASBA Applicants required to submit ASBA Applications to the selected branches / offices of the RTAs, DPs,
Designated Bank Branches of SCSBs. The lists of banks that have been notified by SEBI to act as SCSB (Self
Certified Syndicate Banks) for the ASBA Process are provided on http://www.sebi.gov.in. For details on
designated branches of SCSB collecting the Application Form, please refer the abovementioned SEBI link. The
list of Stock Brokers, Depository Participants (“DP”), Registrar to an Issue and Share Transfer Agent (“RTA”)
that have been notified by NSE to act as intermediaries for submitting Application Forms are provided on the
website of NSE at www.nseindia.com. For details on their designated branches for submitting Application Forms,
please refer the above-mentioned NSE website.
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the
UPI Mechanism) exceeding two Working Days from the Bid/Issue Closing Date, the Bidder shall be compensated
in accordance with applicable law. The BRLM shall, in their sole discretion, identify and fix the liability on such
intermediary or entity responsible for such delay in unblocking. Further, Investors shall be entitled to
compensation in the manner specified in the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated
March 16, 2021, in case of delays in resolving investor grievances in relation to blocking/unblocking of funds.
Our Company and the Book Running Lead Manager do not accept any responsibility for the completeness and
accuracy of the information stated in this section and the General Information Document and are not liable for
any amendment, modification or change in the applicable law, which may occur after the date of the Red Herring
Prospectus and this Prospectus. Applicants are advised to make their independent investigations and ensure that
their Applications are submitted in accordance with applicable laws and do not exceed the investment limits or
maximum number of Equity Shares that can be held by them under applicable law or as specified in the Draft Red
Herring Prospectus, the Red Herring Prospectus and this Prospectus.
BOOK BUILT PROCEDURE
The issue is being made in terms of Rule 19(2)(b) of the SCRR, through the Book Building Process in accordance
Regulation 253 of the SEBI ICDR Regulations wherein not more than 50.00% of the issue shall be allocated on a
proportionate basis to QIBs, provided that our Company may, in consultation with the BRLM, allocate up to
60.00% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR
Regulations. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to
valid Bids being received from Mutual Funds at or above the Anchor Investor Allocation Price. In the event of
under-subscription, or non-allotment in the Anchor Investor Portion, the balance Equity Shares shall be to the QIB
Portion. Further, 5.00% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for
allocation on a proportionate basis only to Mutual Funds, and spill-over from the remainder of the QIB Portion
shall be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including
Mutual Funds, subject to valid Bids being received at or above the issue Price. Further, not less than 15% of the
Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Invertors wherein (a) one
third of the portion available to Non-Institutional Investors shall be reserved for Applicants with Application size
of more than two lots and up to such lots equivalent to not more than ₹10 lakhs; (b) two third of the portion
available to Non-Institutional Investors shall be reserved for Applicants with Application size of more than ₹10
lakhs; and (c) any unsubscribed portion in either of the sub-categories specified in clauses (a) or (b), may be
allocated to Applicants in the other sub-category of Non-Institutional Investors; and not less than 35% of the issue
shall be available for allocation to Individual Investors in accordance with the SEBI ICDR Regulations, subject
to valid Bids being received at or above the Issue Price.
Under-subscription, if any, in any category, except in the QIB Portion, would be allowed to be met with spill over
from any other category or combination of categories of Bidders at the discretion of our Company in consultation
with the BRLM and the Designated Stock Exchange subject to receipt of valid Bids received at or above the issue
Price. Under-subscription, if any, in the QIB Portion, would not be allowed to be met with spillover from any
other category or a combination of categories.
The Equity Shares, on Allotment, shall be traded only in the dematerialized mode of the Stock Exchange.
Investors should note that according to Section 29(1) of the Companies Act, 2013, allotment of Equity Shares to
284all successful Applicants will only be in the dematerialized form. It is mandatory to furnish the details of
Applicant’s depository account along with Application Form. The Application Forms which do not have the
details of the Applicant’s depository account, including the DP ID Numbers and the beneficiary account number
shall be treated as incomplete and rejected. Application Forms which do not have the details of the Applicant’s
PAN, (other than Applications made on behalf of the Central and the State Governments, residents of the state of
Sikkim and official appointed by the courts) shall be treated as incomplete and are liable to be rejected. Applicants
will not have the option of being Allotted Equity Shares in physical form. The Equity Shares on Allotment shall
be traded only in the dematerialized segment of the Stock Exchange. However, investors may get the specified
securities rematerialized subsequent to allotment.
Investors must ensure that their Permanent Account Number (“PAN”) is linked with Aadhaar and are in
compliance with the notification issued by Central Board of Direct Taxes on February 13, 2020, and press release
dated June 25, 2021, and September 17, 2021, CBDT circular no.7 of 2022, dated March 30, 2022, read with press
release dated March 28, 2023, read with subsequent circulars issued in relation thereto.
AVAILABILITY OF DRAFT RED HERRING PROSPECTUS, RED HERRING PROSPECTUS,
PROSPECTUS AND APPLICATION FORMS
The Memorandum containing the salient features of this Prospectus together with the Application Forms and
copies of the Draft Red Herring Prospectus/ Red Herring Prospectus/ Abridged Prospectus/ Prospectus may be
obtained from the Registered Office of our Company, from the Registered Office of the BRLM to the issue,
Registrar to the Issue as mentioned in the Application form.
An electronic copy of the Application Form was also available for download on the websites of SCSBs (via
Internet Banking) and NSE EMERGE the website of NSE at www.nseindia.com.
Applicants only used the specified Application Form for the purpose of making an Application in terms of this
Prospectus. All the applicants Should apply only through the ASBA process. ASBA Applicants shall submit an
Application Form either in physical or electronic form to the SCSB‘s authorizing blocking of funds that are
available in the bank account specified in the Applicants shall only use the specified Application Form for the
purpose of making an Application in terms of this Prospectus. The Application Form shall contain space for
indicating number of specified securities subscribed for in demat form.
PHASED IMPLEMENTATION OF UNIFIED PAYMENTS INTERFACE
SEBI has issued UPI Circulars in relation to streamlining the process of public issue of equity shares and
convertibles. Pursuant to the UPI Circulars, UPI has been introduced in a phased manner as a payment mechanism
(in addition to mechanism of blocking funds in the account maintained with SCSBs under the ASBA) for
applications by Individual Investors through intermediaries with the objective to reduce the time duration from
public issue closure to listing from six Working Days to up to three Working Days. Considering the time required
for making necessary changes to the systems and to ensure complete and smooth transition to the UPI Mechanism,
the UPI Circulars proposes to introduce and implement the UPI Mechanism in three phases in the following
manner:
Phase I: This phase is applicable from January 1, 2019 and will continue up to June 30, 2019. Under this phase,
a Individual Investor would also have the option to submit the Application Form with any of the intermediary and
use his / her UPI ID for the purpose of blocking of funds. The time duration from public Issue closure to listing
would continue to be six Working Days.
Phase II: This phase commenced on completion of Phase I, i.e., with effect from July 1, 2019 and was to be
continued for a period of three months or launch of five main board public issues, whichever is later. Further, as
per the SEBI circular No. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, the UPI Phase II has
been extended until March 31, 2020. Further still, as per SEBI circular No. SEBI/HO/CFD/DIL2/CIR/P/2020/50
dated March 30, 2020, the current Phase II of Unified Payments Interface with Application Supported by Blocked
Amount will be continued till further notice. Under this phase, submission of the Application Form by a Individual
Investor through intermediaries to SCSBs for blocking of funds will be discontinued and will be replaced by the
UPI Mechanism. However, the time duration from public Issue closure to listing would continue to be six Working
Days during this phase.
285Phase III: The commencement period of Phase III is notified pursuant to SEBI press release bearing number
12/2023 and as per the SEBI Circular No. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 09, 2023, where
the revised timeline of T+3 days shall be made applicable in two phases i.e. (i) voluntary for all public issues
opening on or after September 01, 2023; and (ii) mandatory on or after December 01, 2023. The issue will be
made under UPI Phase III of the UPI Circulars.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the
SCSBs only after such banks provide a written confirmation, in compliance with the SEBI RTA Master Circular
in a format as prescribed by SEBI, from time to time, and such payment of processing fees to the SCSBs shall be
made in compliance with circulars prescribed by SEBI and applicable law. Accordingly, the Issue has been
undertaken pursuant to the processes and procedures under UPI Phase III, subject to any circulars, clarification or
notification issued by the SEBI pursuant to the T+3 Notification. The Issue has been advertised in all editions of
Financial Express (a widely circulated English national daily newspaper), all editions of Jansatta (a widely
circulated Hindi national daily newspaper) and Tamil editions of Makkalkural (a widely circulated Tamil daily
newspaper, Tamil being the regional language of Tamil Nadu, where our registered office is located), on or prior
to the Bid/Issue Opening Date and such advertisement has also been made available to the Stock Exchange for
the purpose of uploading on their websites.
All SCSBs offering the facility of making applications in public issues are required to provide a facility to make
applications using the UPI Mechanism. Further, in accordance with the UPI Circulars, our Company has appointed
ICICI Bank Limited as the Sponsor Bank to act as a conduit between the Stock Exchange and NPCI in order to
facilitate collection of requests and / or payment instructions of the Individual Investors into the UPI mechanism.
Pursuant to the UPI Circulars, SEBI has set out specific requirements for redressal of investor grievances for
applications that have been made through the UPI Mechanism. The requirements of the UPI Circulars include
appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs
to send SMS alerts for the blocking and unblocking of UPI mandates, the requirement for the Registrar to submit
details of cancelled, withdrawn or deleted applications, and the requirement for the bank accounts of unsuccessful
applicants to be unblocked no later than one day from the date on which the Basis of Allotment is finalised. Failure
to unblock the accounts within the timeline would result in the SCSBs being penalised under the relevant securities
law. Additionally, if there is any delay in the redressal of investors’ complaints, the relevant SCSB as well as the
Book Running Lead Manager will be required to compensate the concerned investor.
SEBI through its circular SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 05, 2022, has prescribed that all
individual investors applying in initial public offerings opening on or after May 01, 2022, where the application
amount is up to ₹5,00,000, shall use UPI. Individual Investors bidding under the Non-Institutional Portion bidding
for more than two lots and up to ₹5,00,000, using the UPI Mechanism, shall provide their UPI ID in the Bid-cum-
Application Form for Bidding through Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs,
or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by
certain brokers.
The processing fees for applications made by Individual Investors using the UPI Mechanism may be released to
the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI
Circular No: SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 02, 2021 read with SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021.
For further details, refer to the “General Information Document” available on the websites of the Stock Exchange
and the BRLM. The General Information Document will be available on the website of the Exchange and BRLM
after the filing of this Prospectus.
BID CUM APPLICATION FORM
Copies of the Bid cum Application Form (other than for Anchor Investors) and the abridged prospectus have been
available with the Designated Intermediaries at the Bidding Centres, and our Registered Office. An electronic
copy of the Bid cum Application Form have also been available for download on the website of NSE at
www.nseindia.com at least one day prior to the Bid/Issue opening Date.
286Copies of the Anchor Investor Application Form have been available at the office of the BRLM.
All Bidders (other than Anchor Investors) have mandatorily participated in the issue only through the ASBA
process. Anchor Investors were not permit to participate in the issue through the ASBA process. The Bidding in
the Individual Investors Portion can additionally Bid through the UPI Mechanism.
An Individual Investors making applications using the UPI Mechanism used only his / her own bank account or
only his / her own bank account linked UPI ID to make an application in the issue. The SCSBs, upon receipt of
the Application Form uploaded the Bid details along with the UPI ID in the bidding platform of the Stock
Exchange. Applications made by the Individual Investors using third party bank accounts or using UPI IDs linked
to the bank accounts of any third parties were liable for rejection. The Bankers to the issue provided the investors’
UPI linked bank account details to the RTA for the purpose of reconciliation. Post uploading of the Bid details on
the bidding platform, the Stock Exchange will validate the PAN and demat account details of Individual Investors
with the Depositories.
ASBA Applicants submitted an Application Form either in physical or electronic form to the SCSB’s authorizing
blocking funds that were available in the bank account specified in the Application Form used by ASBA
applicants.
ASBA Bidders (other than Individual Investors using UPI Mechanism) must provide bank account details and
authorization to block funds in their respective ASBA Accounts in the relevant space provided in the ASBA Form
and the ASBA Forms that do not contain such details are liable to be rejected.
ASBA Bidders ensured that the Bids have been made on ASBA Forms bearing the stamp of the Designated
Intermediary, submitted at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA
Forms not bearing such specified stamp were liable to be rejected. ASBA Bidders could submit the ASBA Form
in the manner below:
(i) Individual Investors Bidding in the Individual Investors Portion using UPI Mechanism, submitted their
ASBA Forms, including details of their UPI IDs, with the Syndicate, Sub- Syndicate members,
Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank
account (3 in 1 type accounts), provided by certain brokers.
(ii) Individual Investors authorizing an SCSB to block the Bid Amount in the ASBA Account submitted their
ASBA Forms with the SCSBs (physically or online, as applicable), or online using the facility of linked
online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers.
(iii) QIBs and NIBs (other than UPI Bidders) could submit their ASBA Forms with SCSBs, Syndicate, Sub-
Syndicate Members, Registered Brokers, RTAs or CDPs.
ASBA Bidders must ensure that the ASBA Account has sufficient credit balance such that an amount equivalent
to the full Bid Amount can be blocked by the SCSB or the Sponsor Bank, as applicable at the time of submitting
the Bid.
In accordance with the SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 all the
Applicants have to compulsorily apply through the ASBA Process. Applicants shall only use the specified
Application Form for the purpose of making an Application in terms of this Prospectus.
The prescribed colour of the Application Form for various categories is as follows:
Category Colour of
Application Form(1)
Resident Indians, including resident QIBs, Non-Institutional Bidders, Individual White
Investors and Eligible NRIs applying on a non- repatriation basis(2)
Non-Residents including Eligible NRIs, FVCIs, FPIs, registered multilateral and Blue
bilateral development financial institutions applying on a repatriation basis(2)
287Category Colour of
Application Form(1)
Anchor Investors(3) White
(1) Excluding electronic Bid cum Application Form
(2) Electronic Bid cum Application forms will also be available for download on the website of NSE (www.nseindia.com)
(3) Bid cum Application Forms for Anchor Investors will be made available at the office of the BRLM
Note:
• Details of depository account are mandatory and applications without depository account shall be treated as incomplete and rejected.
Investors will not have the option of getting the allotment of specified securities in physical form. However, they may get the specified
securities re-materialized subsequent to allotment.
• The shares of the Company, on allotment, shall be traded on stock exchange in demat mode only.
• Single bid from any investor shall not exceed the investment limit/maximum number of specified securities that can be held by such
investor under the relevant regulations/statutory guidelines.
• The correct procedure for applications by Hindu Undivided Families and applications by Hindu Undivided Families would be treated
as on par with applications by individuals.
In case of ASBA Forms, the relevant Designated Intermediaries uploaded the relevant Bid details in the electronic
bidding system of the Stock Exchange. For ASBA Forms (other than through the UPI Mechanism) Designated
Intermediaries (other than SCSBs) submitted/ delivered the ASBA Forms to the respective SCSB where the Bidder
has an ASBA bank account and not submit it to any non-SCSB bank or any Escrow Collection Bank.
For UPI Bidders using the UPI Mechanism, the Stock Exchange shared the Bid details (including UPI ID) with
the Sponsor Bank(s) on a continuous basis to enable the Sponsor Bank(s) to initiate the UPI Mandate Request to
UPI Bidders for blocking of funds. The Sponsor Bank(s) shall initiate request for blocking of funds through NPCI
to UPI Bidders, who shall accept the UPI Mandate Request for blocking of funds on their respective mobile
applications associated with UPI ID linked bank account. The NPCI shall maintain an audit trail for every bid
entered in the Stock Exchange bidding platform, and the liability to compensate UPI Bidders (using the UPI
Mechanism) in case of failed transactions shall be with the concerned entity (i.e., the Sponsor Bank(s), NPCI or
the Bankers to an Issue) at whose end the lifecycle of the transaction has come to a halt. The NPCI shall share the
audit trail of all disputed transactions/ investor complaints to the Sponsor Bank(s) and the Bankers to the Issue.
The BRLM shall also be required to obtain the audit trail from the Sponsor Bank(s) and the Bankers to the Issue
for analyzing the same and fixing liability. For ensuring timely information to investors, SCSBs shall send SMS
alerts as specified in the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as
amended pursuant to the SEBI circulars dated June 2, 2021, and April 20, 2022.
Pursuant to NSE circular dated July 22, 2022, with reference no. 23/2022, has mandated that Trading Members,
Syndicate Members, RTA and Depository Participants shall submit Syndicate ASBA bids above ₹5,00,000 and
NII & QIB bids above ₹2,00,000 through SCSBs only.
For all pending UPI Mandate Requests, the Sponsor Bank(s) shall initiate requests for blocking of funds in the
ASBA Accounts of relevant Bidders with a confirmation cut-off time of 5:00 pm on the Bid/Issue Closing Date
(“Cut-Off Time”). Accordingly, UPI Bidders Bidding through the UPI Mechanism should accept UPI Mandate
Requests for blocking off funds prior to the Cut-Off Time and all pending UPI Mandate Requests at the Cut-Off
Time shall lapse.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the
SCSBs only after such banks provide a written confirmation on compliance with the UPI Circulars.
The Sponsor Bank(s) have undertaken a reconciliation of Bid responses received from Stock Exchange and sent
to NPCI and also ensured that all the responses received from NPCI were sent to the Stock Exchange platform
with detailed error code and description, if any. Further, the Sponsor Bank(s) undertook reconciliation of all Bid
requests and responses throughout their lifecycle on daily basis and share reports with the BRLM in the format
and within the timelines as specified under the UPI Circulars. Sponsor Bank(s) and issuer banks shall download
UPI settlement files and raw data files from the NPCI portal after every settlement cycle and do a three-way
reconciliation with UPI switch data, CBS data and UPI raw data. NPCI is to coordinate with issuer banks and
Sponsor Bank(s) on a continuous basis.
The Sponsor Bank(s) hosted a web portal for intermediaries (closed user group) from the date of Bid/Issue
Opening Date until the date of listing of the Equity Shares with details of statistics of mandate blocks/unblocks,
288performance of apps and UPI handles, down-time/network latency (if any) across intermediaries and any such
processes having an impact/bearing on the Issue Bidding process.
ELECTRONIC REGISTRATION OF BIDS
a) The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchanges.
The Designated Intermediaries can also set up facilities for off-line electronic registration of
Applications, subject to the condition that they may subsequently upload the off-line data file into the
on-line facilities for Issue on a regular basis before the closure of the issue.
b) On the Bid/ Issue closing Date, the Designated Intermediaries may upload the Bids till such time as may
be permitted by the Stock Exchanges and as disclosed in this Prospectus.
c) Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/Allotment.
The Designated Intermediaries are given till 1:00 pm on the next working day following the Bid/ Closing
Date to modify select fields uploaded in the Stock Exchange Platform during the Bid/ Issue period after
which the Stock Exchange(s) send the Application information to the Registrar to the Issue for further
processing.
SUBMISSION AND ACCEPTANCE OF APPLICATION FORMS
An Investor, intending to subscribe to this issue, shall submit a completed Bid Cum Application Form to any of
the following intermediaries (Collectively called – “Designated Intermediaries”)
Sr. No. Designated Intermediaries
1. An SCSB, with whom the bank account to be blocked, is maintained
2. A syndicate member (or sub – syndicate member)
3. A stockbroker registered with a recognized stock exchange (and whose name is mentioned on the
website of the stock exchange as eligible for this activity) (‘broker’)
4. A depository participant (‘DP’) (whose name is mentioned on the website of the stock exchange as
eligible for this activity)
5. A registrar to an Issue and share transfer agent (‘RTA’) (whose name is mentioned on the website
of the stock exchange as eligible for this activity)
The aforesaid intermediary shall, at the time of receipt of application, give an acknowledgement to investor, by
giving the counter foil or specifying the application number to the investor, as a proof of having accepted the Bid
Cum Application Form, in physical or electronic mode, respectively.
The upload of the details in the electronic bidding system of stock exchange will be done by:
For applications submitted After accepting the form, SCSB shall capture and upload the relevant details
by Investors to SCSB in the electronic bidding system as specified by the stock exchange and may
begin blocking funds available in the bank account specified in the form, to
the extent of the application money specified.
For applications submitted After accepting the Bid Cum Application Form, respective Intermediary shall
by investors to capture and upload the relevant details in the electronic bidding system of the
intermediaries other than stock exchange. Post uploading, they shall forward a schedule as per
SCSB’s prescribed format along with the Bid Cum Application Forms to designated
branches of the respective SCSBs for blocking of funds within one day of
closure of Issue.
For applications submitted After accepting the Bid Cum Application Form, respective intermediary shall
by investors to capture and upload the relevant application details, including UPI ID, in the
intermediaries other than electronic bidding system of stock exchange. Stock exchange shall share
SCSBs with use of UPI for application details including the UPI ID with sponsor bank on a continuous
payment: basis, to enable sponsor bank to initiate mandate request on investors for
289blocking of funds.
Sponsor bank shall initiate request for blocking of funds through NPCI to
investor. Investor to accept mandate request for blocking of funds, on his/her
mobile application, associated with UPI ID linked bank account.
Stock exchange validated the electronic bid details with depository’s records for DP ID/Client ID and PAN,
on a real-time basis and bring the inconsistencies to the notice of intermediaries concerned, for rectification
and resubmission within the time specified by stock exchange.
Stock exchange allowed modification of selected fields viz. DP ID/Client ID or Pan ID (Either DP ID/Client
ID or Pan ID can be modified but not BOTH), Bank code and Location code, in the bid details already
uploaded.
Upon completion and submission of the Bid Cum Application Form to Application Collecting
intermediaries, the Bidders are deemed to have authorized our Company to make the necessary changes in
this Prospectus, without prior or subsequent notice of such changes to the Bidders.
WHO CAN APPLY
Please note that, in accordance with the SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10,
2015 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, all the investors (Except
Anchor investors) applying in a public issue shall use only Application Supported by Blocked Amount (ASBA)
facility for making payment. Further, pursuant to SEBI Circular No. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated
November 08, 2019, Individual Investors applying in public Issue may use either Application Supported by
Blocked Amount (ASBA) process or UPI payment mechanism by providing UPI ID in the Application Form
which is linked from Bank Account of the investor.
Each Bidder should check whether it is eligible to apply under applicable law, rules, regulations, guidelines and
policies. Furthermore, certain categories of Bidders, such as NRIs, FPIs and FVCIs may not be allowed to apply
in the issue or to hold Equity Shares, in excess of certain limits specified under applicable law. Bidders are
requested to refer to the DRHP for more details.
Subject to the above, an illustrative list of Bidders is as follows:
1. Indian nationals’ resident in India who are not incompetent to contract under the Indian Contract Act,
1872, as amended, in single or as a joint application and minors having valid Demat account as per
Demographic Details provided by the Depositories. Furthermore, based on the information provided by
the Depositories, our Company shall have the right to accept the Applications belonging to an account
for the benefit of minor (under guardianship);
2. Hindu Undivided Families or HUFs, in the individual name of the Karta. The Applicant should specify
that the application is being made in the name of the HUF in the Application Form as follows: Name of
Sole or First applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name
of the Karta. Applications by HUFs would be considered at par with those from individuals;
3. Companies, corporate bodies and societies registered under the applicable laws in India and authorized
to invest in the Equity Shares under their respective constitutional and charter documents;
4. Mutual Funds registered with SEBI;
5. Eligible NRIs on repatriation basis or on a non-repatriation basis, subject to applicable laws. NRIs other
than Eligible NRIs are not eligible to participate in this issue;
6. Indian Financial Institutions, scheduled commercial banks, regional rural banks, co-operative banks
(subject to RBI permission, and the SEBI Regulations and other laws, as applicable);
7. FIIs and sub-accounts of FIIs registered with SEBI, other than a sub-account which is a foreign corporate
or a foreign individual under the QIB Portion;
2908. Limited Liability Partnerships (LLPs) registered in India and authorized to invest in equity shares;
9. Sub-accounts of FIIs registered with SEBI, which are foreign corporate or foreign individuals only under
the non-Institutional investor’s category;
10. Venture Capital Funds and Alternative Investment Fund (I) registered with SEBI; State Industrial
Development Corporations;
11. Foreign Venture Capital Investors registered with the SEBI;
12. Trusts/societies registered under the Societies Registration Act, 1860, as amended, or under any other
law relating to Trusts and who are authorized under their constitution to hold and invest in equity shares;
13. Scientific and/or Industrial Research Organizations authorized to invest in equity shares;
14. Insurance Companies registered with Insurance Regulatory and Development Authority, India;
15. Provident Funds with minimum corpus of ₹25 crores and who are authorized under their constitution to
hold and invest in equity shares;
16. Pension Funds with minimum corpus of ₹25 crores and who are authorized under their constitution to
hold and invest in equity shares;
17. National Investment Fund set up by Resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of
Government of India published in the Gazette of India;
18. Insurance funds set up and managed by army, navy or air force of the Union of India;
19. Multilateral and bilateral development financial institution;
20. Eligible QFIs;
21. Insurance funds set up and managed by the Department of Posts, India;
22. Any other person eligible to apply in this issue, under the laws, rules, regulations, guidelines and policies
applicable to them.
23. Applications not to be made by:
(a) Minors (except through their Guardians);
(b) Partnership firms or their nominations;
(c) Foreign Nationals (except NRIs);
(d) Overseas Corporate Bodies.
As per the existing regulations, OCBs were not eligible to participate in this issue. The RBI has however
clarified in its circular, A.P. (DIR Series) Circular No. 44, dated December 8, 2003 that OCBs which are
incorporated and are not under the adverse notice of the RBI are permitted to undertake fresh investments
as incorporated non-resident entities in terms of Regulation 5(1) of RBI Notification No.20/2000-RB dated
May 3, 2000 under the FDI Scheme with the prior approval of Government if the investment is through
Government Route and with the prior approval of RBI if the investment is through Automatic Route on
case by case basis. OCBs may invest in this issue provided it obtains prior approval from the RBI. On
submission of such approval along with the Application Form, the OCB shall be eligible to be considered
for share allocation.
METHOD OF BIDDING PROCESS
Our Company in consultation with the BRLM has decided the Price Band and the minimum Bid lot size for the
291Issue and the same has been advertised in all editions of the English national newspaper, all editions of Hindi
national newspaper and Regional newspaper where the registered office of the company is situated, each with
wide circulation at least two Working Days prior to the Bid/ Issue Opening Date.
The BRLM and the SCSBs shall accept Bids from the Bidders during the Bid/ Issue Period.
(a) The Bid / Issue Period have been for a minimum of three Working Days and has not exceed 10 Working
Days. The Bid/Issue Period could be extended, if required, by an additional three days, subject to the
total Bid/ Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised
Bid/ Issue Period, if applicable, could be published in all editions of the English national newspaper, all
editions of Hindi national newspaper and Regional newspaper where the registered office of the
Company is situated, each with wide circulation and also by indicating the change on the websites of the
Book Running Lead Manager.
(b) During the Bid/ Issue Period, Individual Investors, should approach the BRLM or their authorized agents
to register their Bids. The BRLM shall accept Bids from Anchor Investors and ASBA Bidders in
Specified Cities and it shall have the right to vet the Bids during the Bid/ Issue Period in accordance with
the terms of this Prospectus. ASBA Bidders should approach the Designated Branches or the BRLM (for
the Bids to be submitted in the Specified Cities) to register their Bids.
(c) Each Bid cum Application Form has given the Bidder the choice to Bid for up to three optional prices
(for details refer to the paragraph titled “Bids at Different Price Levels and Revision of Bids” below)
within the Price Band and specify the demand (i.e., the number of Equity Shares Bid for) in each option.
The price and demand options submitted by the Bidder in the Bid cum Application Form treated as
optional demands from the Bidder and not be cumulated. After determination of the Issue Price, the
maximum number of Equity Shares Bid for by a Bidder/Applicant at or above the Issue Price will be
considered for allocation/Allotment and the rest of the Bid(s), irrespective of the Bid Amount, will
become automatically invalid.
(d) The Bidder/ Applicant cannot Bid through another Bid cum Application Form after Bids through one
Bid cum Application Form have been submitted to a BRLM or the SCSBs. Submission of a second Bid
cum Application Form to either the same or to another BRLM or SCSB will be treated as multiple Bid
and is liable to be rejected either before entering the Bid into the electronic bidding system, or at any
point of time prior to the allocation or Allotment of Equity Shares in this Issue. However, the Bidder can
revise the Bid through the Revision Form, the procedure for which is detailed under the paragraph
“Buildup of the Book and Revision of Bids”.
(e) Except in relation to the Bids received from the Anchor Investors, the BRLM/the SCSBs will enter each
Bid option into the electronic bidding system as a separate Bid and generate a Transaction Registration
Slip (“TRS”), for each price and demand option and give the same to the Bidder. Therefore, a Bidder
can receive up to three TRSs for each Bid cum Application Form
(f) The BRLM accepted the Bids from the Anchor Investors during the Anchor Investor Bid/ Issue Period
i.e. one Working Day prior to the Bid/ Issue Opening Date. Bids by QIBs under the Anchor Investor
Portion and the QIB Portion shall not be considered as multiple Bids.
(g) Along with the Bid cum Application Form, Anchor Investors will make payment in the manner described
in “Issue Procedure- Payment into Escrow Account(s) for Anchor Investors” on page 106 of this
Prospectus.
(h) Upon receipt of the Bid cum Application Form, submitted whether in physical or electronic mode, the
Designated Branch of the SCSB shall verify if sufficient funds equal to the Bid Amount were available
in the ASBA Account, as mentioned in the Bid cum Application Form prior to uploading such Bids with
the Stock Exchange.
(i) If sufficient funds were not available in the ASBA Account, the Designated Branch of the SCSB rejected
such Bids and has not uploaded such Bids with the Stock Exchange.
292(j) If sufficient funds were available in the ASBA Account, the SCSB blocked an amount equivalent to the
Bid Amount mentioned in the Bid cum Application Form and entered each Bid option into the electronic
bidding system as a separate Bid and generate a TRS for each price and demand option. The TRS has
been furnished to the ASBA Bidder on request.
(k) The Bid Amount shall remain blocked in the aforesaid ASBA Account until finalization of the Basis of
Issue Account, or until withdrawal/failure of the Issue or until withdrawal/rejection of the Bid cum
Application Form, as the case may be. Once the Basis of Allotment is finalized, the Registrar to the Issue
shall send an appropriate request to the SCSB for unblocking the relevant ASBA Accounts and for
transferring the amount allocable to the successful Bidders to the Public Issue Account. In case of
withdrawal/failure of the Issue, the blocked amount shall be unblocked on receipt of such information
from the Registrar to the Issue.
BIDS AT DIFFERENT PRICE LEVELS AND REVISION OF BIDS
(a) Our Company in consultation with the BRLM, and without the prior approval of, or intimation, to the
Bidders, reserved the right to revise the Price Band during the Bid/ Issue Period, provided that the Cap
Price could be less than or equal to 120% of the Floor Price and the Floor Price could not be less than
the face value of the Equity Shares. The revision in Price Band could not exceed 20% on the either side
i.e. the floor price can move up or down to the extent of 20% of the floor price disclosed. If the revised
price band decided, falls within two different price bands than the minimum application lot size shall be
decided based on the price band in which the higher price falls into.
(b) Our Company in consultation with the BRLM, has finalized the Issue Price within the Price Band,
without the prior approval of, or intimation, to the Bidders.
(c) The Bidders coulf Bid at any price within the Price Band. The Bidder has to Bid for the desired number
of Equity Shares at a specific price. However, bidding at the Cut-off Price is prohibited for Individual
Investors, QIB and Non-Institutional Bidders and such Bids from Individual Investors, QIB and Non-
Institutional Bidders shall be rejected.
(d) The price of the specified securities offered to an anchor investor shall not be lower than the price offered
to other applicants.
PARTICIPATION BY ASSOCIATES OF BRLM
The BRLM has not been entitled to subscribe to this issue in any manner except towards fulfilling their
underwriting obligations. However, associates and affiliates of the BRLM may subscribe to Equity Shares in the
issue, either in the QIB Portion and Non-Institutional Portion where the allotment is on a proportionate basis. All
categories of Applicants, including associates and affiliates of the BRLM, shall be treated equally for the purpose
of allocation to be made on a proportionate basis.
For further details, refer “ISSUE PROCEDURE-PARTICIPATION BY ASSOCIATES/AFFILIATES OF BOOK
RUNNING LEAD MANAGER, PROMOTERS, PROMOTERS GROUP AND PERSONS RELATED TO
PROMOTER/PROMOTERS GROUP” on page 295 of this Prospectus.
AVAILABILITY OF PROSPECTUS AND APPLICATION FORMS
The Memorandum containing the salient features of this Prospectus together with the Application Forms and
copies of this Prospectus may be obtained from the Registered Office/Corporate Office of our Company, BRLM
to the issue and the Registrar to the Issue as mentioned in the Application Form. The application forms may also
be downloaded from the website of National Stock Exchange of India Limited i.e. www.nseindia.com.
OPTION TO SUBSCRIBE IN THE ISSUE
a) As per Section 29(1) of the Companies Act 2013, Investors will get the allotment of Equity Shares in
dematerialization form only.
293b) The Equity Shares, on allotment, shall be traded on Stock Exchange in demat segment only.
c) In a single Application Form any investor not exceed the investment limit/minimum number of specified
securities that can be held by him/her/it under the relevant regulations/statutory guidelines and applicable
law.
BIDS BY ANCHOR INVESTORS:
Our Company in consultation with the BRLM, considered participation by Anchor Investors in the Issue for up to
60% of the QIB Portion in accordance with the SEBI ICDR Regulations. Only QIBs as defined in Regulation
2(1)(ss) of the SEBI Regulations and not otherwise excluded pursuant to Schedule XIII of the SEBI ICDR
Regulations were eligible to invest. The QIB Portion have been reduced in proportion to allocation under the
Anchor Investor Portion. In the event of undersubscription in the Anchor Investor Portion, the balance Equity
Shares have been added to the QIB Portion.
In accordance with the SEBI ICDR Regulations, the key terms for participation in the Anchor Investor Portion
are provided below:
1) Anchor Investor Bid cum Application Forms have been made available for the Anchor Investors at the
offices of the BRLM.
2) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount is at least ₹
200.00 lakhs. A Bid cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund,
separate Bids by individual schemes of a Mutual Fund have been aggregated to determine the minimum
application size of ₹ 200.00 lakhs.
3) One-third of the Anchor Investor Portion has been reserved for allocation to domestic Mutual Funds.
4) Bidding for Anchor Investors has opened one Working Day before the Bid/ Issue Opening Date and
completed on the same day.
5) Our Company in consultation with the BRLM, has finalized allocation to the Anchor Investors on a
discretionary basis, provided that the minimum and maximum number of Allottees in the Anchor Investor
Portion will be, as mentioned below:
• where allocation in the Anchor Investor Portion is up to ₹200.00 Lakhs, maximum of 2 (two)
Anchor Investors.
• where the allocation under the Anchor Investor Portion is more than ₹200.00 Lakhs but up to
₹2,500.00 Lakhs, minimum of 2 (two) and maximum of 15 (fifteen) Anchor Investors, subject
to a minimum Allotment of ₹100.00 Lakhs per Anchor Investor; and
• where the allocation under the Anchor Investor portion is more than ₹2,500.00 Lakhs: (i)
minimum of 5 (five) and maximum of 15 (fifteen) Anchor Investors for allocation up to
₹2,500.00 Lakhs; and (ii) an additional 10 Anchor Investors for every additional allocation of
₹2,500.00 Lakhs or part thereof in the Anchor Investor Portion; subject to a minimum Allotment
of ₹100.00 Lakhs per Anchor Investor.
6) Allocation to Anchor Investors has been completed on the Anchor Investor Bid/ Issue Period. The
number of Equity Shares allocated to Anchor Investors and the price at which the allocation is made has
be made available in the public domain by the BRLM before the Bid/Issue Opening Date, through
intimation to the Stock Exchange.
7) Anchor Investors could not withdraw or lower the size of their Bids at any stage after submission of the
Bid.
8) If the Issue Price is greater than the Anchor Investor Allocation Price, the additional amount being the
difference between the Issue Price and the Anchor Investor Allocation Price will be payable by the
Anchor Investors within 2 (two) Working Days from the Bid/ Issue Closing Date. If the Issue Price is
294lower than the Anchor Investor Allocation Price, Allotment to successful Anchor Investors will be at the
higher price, i.e., the Anchor Investor Issue Price.
9) 50% of the Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in
for a period of 90 days from the date of Allotment, while the remaining 50% of the Equity Shares Allotted
to Anchor Investors in the Anchor Investor Portion shall be locked in for a period of 30 days from the
date of Allotment.
10) The BRLM, our Promoters, Promoter Group or any person related to them (except for Mutual Funds
sponsored by entities related to the BRLM) have not participated in the Anchor Investor Portion. The
parameters for selection of Anchor Investors have been clearly identified by the BRLM and made
available as part of the records of the BRLM for inspection by SEBI.
Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion have not been considered multiple
Bids.
APPLCATION BY INDIAN PUBLIC INCLUSING ELIGIBLE NRIs
Application must be made only in the names of individuals, limited companies or statutory
corporations/institutions and not in the names of minors, foreign nationals, non-residents (except for those
applying on non-repatriation), trusts (unless the trust is registered under the Societies Registration Act, 1860 or
any other applicable trust laws and is authorized under its constitution to hold shares and debentures in a
company), Hindu Undivided Families, Partnership firms or their nominees. In case of HUF’s, application shall be
made by the Karta of the HUF. An applicant in the Net Public Category cannot make an application for that
number of Equity Shares exceeding the number of Equity Shares issued to the public.
PARTICIPATION BY ASSOCIATES/AFFILIATES OF BOOK RUNNING LEAD MANAGER,
PROMOTERS, PROMOTERS GROUP AND PERSONS RELATED TO PROMOTER/PROMOTERS
GROUP
The Book Running Lead Manager was not allow to purchase Equity Shares in this issue in any manner, except
towards fulfilling their underwriting obligations. However, associates and affiliates of the Book Running Lead
Manager may subscribe to or purchase Equity Shares in the issue, either in the QIB Portion or in Non-Institutional
Portion as may be applicable to such Applicants. Applying and subscription may be on their own account or on
behalf of their clients. All categories of investors, including associates or affiliates of Book Running Lead
Manager, shall be treated equally for the purpose of allocation to be made on a proportionate basis.
The Book Running Lead Manager or any associates of the Book Running Lead Manager, except Mutual Funds
sponsored by entities which are associates of the Book Running Lead Manager or insurance companies promoted
by entities which are associate of Book Running Lead Manager or AIFs sponsored by the entities which are
associate of the Book Running Lead Manager or FPIs (other than individuals, corporate bodies and family offices),
sponsored by the entities which are associates of the Book Running Lead Manager, pension funds sponsored by
entities which are associate of the BRLM, shall apply in the Issue under the Anchor Investor Portion.
Our Promoters and the members of our Promoter Group have not participated in the Issue. Further, persons related
to our Promoters and Promoter Group have not applied in the Issue under the Anchor Investor Portion.
For the purposes of this section, a QIB who has any of the following rights shall be deemed to be a “person related
to the Promoters and members of the Promoter Group”: (a) rights under a shareholders’ agreement or voting
agreement entered into with the Promoters and members of the Promoter Group; (b) veto rights; or (c) right to
appoint any nominee director on our Board.
Further, an Anchor Investor deemed to be an “associate of the BRLM” if: (i) either of them controls, directly or
indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the other; or (ii)
either of them, directly or indirectly, by itself or in combination with other persons, exercises control over the
other; or (iii) there is a common director, excluding nominee director, amongst the Anchor Investors and the
BRLM.
295APPLICATION BY MUTUAL FUNDS
With respect to Applications by Mutual Funds, a certified copy of their SEBI registration certificate were lodged
with the Application Form. Failing this, our Company in consultation with the Book Running Lead Manager,
reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any
reason thereof, subject to applicable law. The Applications made by the asset management companies or
custodians of Mutual Funds shall specifically state the names of the concerned schemes for which the Applications
are made.
In case of a Mutual Fund, a separate Application can be made in respect of each scheme of the Mutual Fund
registered with SEBI and such Applications in respect of more than one scheme of the Mutual Fund not treated as
multiple Applications provided that the Applications clearly indicate the scheme concerned for which the
Application has been made.
No mutual fund scheme invested more than 10% of its net asset value in the Equity Shares or equity related
instruments of any Company provided that the limit of 10% not applicable for investments in index funds or sector
or industry specific funds. No mutual fund under all its schemes should own more than 10% of any company’s
paid-up share capital carrying voting rights.
APPLICATION BY HUFs
Applications by HUF made in the individual name of Karta. The Applicant should specify that the Application is
being made in the name of the HUF in the Application Form as follows: “Name of sole or first Applicant: XYZ
Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Applications by HUFs
may be considered at par with Applications from individuals.
APPLICATION BY ELIGIBLE NRIs
Eligible NRIs obtained copies of the Application Form from the Designated Intermediaries. Only Applications
accompanied by payment in Indian Rupees or freely convertible foreign exchange have been considered for
Allotment. Eligible NRI Applicant applying on a repatriation basis by using the Non-Resident Form should
authorize their SCSB or should confirm/accept the UPI Mandate Request (in case of Individual Investors using
the UPI Mechanism) to block their Non-Resident External (“NRE”) accounts, or Foreign Currency Non-Resident
(“FCNR”) ASBA Accounts, and Eligible NRI Applicant applying on a non-repatriation basis by using Resident
Forms should authorize their SCSB or should confirm/accept the UPI Mandate Request (in case of Individual
Investors applying using the UPI Mechanism) to block their Non-Resident Ordinary (“NRO”) accounts for the
full Application Amount, at the time of the submission of the Application Form. However, NRIs applying in the
issue through the UPI Mechanism are advised to enquire with the relevant bank where their account is UPI linked
prior to submitting their application.
In case of Eligible NRIs bidding under the Individual Investor Category through the UPI mechanism, depending
on the nature of the investment whether repatriable or non-repatriable, the Eligible NRI might mention the
appropriate UPI ID in respect of the NRE account or the NRO account, in the Application Form.
Participation of Eligible NRIs in the Issue subjected to the Foreign Exchange Management Act (“FEMA”) Non-
debt Instrument Rules. Only bids accompanied by payment in Indian rupees or fully convertible foreign exchange
considered for allotment. Companies required to file the declaration in the prescribed form to the concerned
Regional Office of RBI within 30 (thirty) days from the date of Issue of shares of allotment to NRIs on repatriation
basis. Allotment of Equity Shares to non-residents Indians shall be subject to the prevailing Reserve Bank of India
guidelines. Sale proceeds of such investments in quity Shares will be allowed to be repatriated along with an
income thereon subject to permission of the RBI and subject to the Indian Tax Laws and Regulations and any
other applicable laws.
Eligible NRIs permitted to apply in the Issue through Channel I or Channel II (as specified in the SEBI UPI
Circulars). Further, subject to applicable law, Eligible NRIs could use Channel IV (as specified in the SEBI UPI
Circulars) to apply in the Issue, provided the UPI facility is enabled for their NRE/NRO accounts. In accordance
with the FEMA Non-Debt Instruments Rules, the total holding by any individual NRI, on a repatriation basis,
296could not exceed 5% of the total paid-up Equity Share capital on a fully diluted basis or shall not exceed 5% of
the paid-up value of each series of debentures or preference shares or share warrants issued by an Indian company
and the total holdings of all NRIs and Overseas Citizen of India (“OCI”) put together could not exceed 10% of
the total paid-up Equity Share capital on a fully diluted basis or could not exceed 10% of the paid-up value of
each series of debentures or preference shares or share warrant.
Eligible NRIs applying on non-repatriation basis are advised to use the Application Form for residents (white in
color). Eligible NRIs applying on a repatriation basis are advised to use the Application Form meant for non-
Residents (blue in color).
For further details, see “Restrictions on Foreign Ownership of Indian Securities” on page 322 of this Prospectus.
APPLICATION BY FIIs/ FPIs
In terms of the SEBI FPI Regulations, an FII who holds a valid certificate of registration from SEBI have been
deemed to be a registered FPI until the expiry of the block of three years for which fees have been paid as per the
SEBI FII Regulations.
An FII or sub-account may, subject to payment of conversion fees under the SEBI FPI Regulations participate in
the issue until the expiry of its registration with SEBI as an FII or sub-account, or if it has obtained a certificate
of registration as an FPI, whichever is earlier. Accordingly, such FIIs can, subject to the payment of conversion
fees under the SEBI FPI Regulations, participate in this issue in accordance with Schedule 2 of the FEMA
Regulations. An FII shall not be eligible to invest as an FII after registering as an FPI under the SEBI FPI
Regulations.
In terms of the SEBI FPI Regulations, the investment in Equity Shares by a single FPI or an investor group (which
means multiple entities registered as FPIs and directly or indirectly having common ownership of more than 50%
or common control) must be below 10% of our post-issue Equity Share capital. Further, in terms of the FEMA
Non-Debt Instruments Rules, the total holding by each FPI or an investor group shall be below 10% of the total
paid-up Equity Share capital of our Company and the total holdings of all of all FPIs put together shall not exceed
24% of the paid-up Equity Share capital of our Company. The aggregate limit of 24% may be increased up to the
sectoral cap by way of a resolution passed by the Board of Directors followed by a special resolution passed by
the Shareholders of our Company and subject to prior intimation to RBI. In terms of the FEMA Regulations, for
calculating the aggregate holding of FPIs in a company, holding of all registered FPIs as well as holding of FIIs
(being deemed FPIs) shall be included.
Further, pursuant to the Master Directions on Foreign Investment in India issued by the RBI dated January 4, 2018
(updated as on March 8, 2019) the investments made by a SEBI registered FPI in a listed Indian company will be
reclassified as FDI if the total shareholding of such FPI increases to more than 10% of the total paid-up equity
share capital on a fully diluted basis or 10% or more of the paid up value of each series of debentures or preference
shares or warrants.
FPIs permitted to participate in the Issue subject to compliance with conditions and restrictions which may be
specified by the Government from time to time. In case of Bids made by FPIs, a certified copy of the certificate
of registration issued under the SEBI FPI Regulations is required to be attached to the Bid cum Application Form,
failing which our Company, in consultation with the BRLM reserves the right to reject any Bid without assigning
any reason, subject to applicable laws.
FPIs permitted to participate in the Issue subject to compliance with conditions and restrictions specified by the
Government from time to time. In terms of the FEMA Non-debt Instruments Rules, for calculating the aggregate
holding of FPIs in a company, holding of all registered FPIs shall be required to be included. To ensure compliance
with the above requirement, SEBI, pursuant to its circular dated July 13, 2018, has directed that at the time of
finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income Tax Department
of India for checking compliance for a single FPI; and (ii) obtain validation from Depositories for the FPIs who
have invested in the Issue to ensure there is no breach of the investment limit, within the timelines for Issue
Procedure, as prescribed by SEBI from time to time.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of
297Regulation 22 of the SEBI FPI Regulations, a FPI, other than Category III foreign portfolio investor and
unregulated broad based funds, which are classified as Category II foreign portfolio investor by virtue of their
investment manager being appropriately regulated, may issue, subscribe to or otherwise deal in offshore derivative
instruments (as defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is
issued overseas by a FPI against securities held by it in India, as its underlying) directly or indirectly, only in the
event (i) such offshore derivative instruments are issued only to persons who are regulated by an appropriate
regulatory authority; and (ii) such offshore derivative instruments are issued after compliance with know your
client norms. Further, pursuant to a Circular dated November 24, 2014 issued by the SEBI, FPIs are permitted to
issue offshore derivate instruments only to subscribers that (i) meet the eligibility criteria set forth in Regulation
4 of the SEBI FPI Regulations; and (ii) do not have opaque structures, as defined under the SEBI FPI Regulations.
An FPI is also required to ensure that no further issue or transfer of any offshore derivative instrument is made by
or on behalf of it to any persons that are not regulated by an appropriate foreign regulatory authority. Further,
where an investor has investments as FPI and also holds positions as an overseas direct investment subscriber,
investment restrictions under the SEBI FPI Regulations shall apply on the aggregate of FPI investments and
overseas direct investment positions held in the underlying Indian company.
The FPIs who wish to participate in the issue are advised to use the Application Form for non-residents. FPIs
required to apply through the ASBA process to participate in the issue.
Bids received from FPIs bearing the same PAN have been treated as multiple Bids and shall be liable to be
rejected, except for Bids from FPIs that utilize the multiple investment manager structure in accordance with SEBI
master circular bearing reference number SEBI/HO/AFD/AFD-PoD-2/P/CIR/2024/70 dated May 30, 2024,
provided such Bids have been made with different beneficiary account numbers, Client IDs and DP IDs.
Accordingly, it should be noted that multiple Bids received from FPIs, who shall not utilize the multiple
investment managers (“MIM”) Structure, and bear the same PAN, shall be liable to be rejected. In order to ensure
valid Bids, FPIs making multiple Bids using the same PAN, and with different beneficiary account numbers,
Client IDs and DP IDs, are required to provide a confirmation in the Bid cum Application Forms that the relevant
FPIs making multiple Bids utilize the MIM Structure. In the absence of such confirmation from the relevant FPIs,
such multiple Bids are required to be rejected.
APPLICATION BY SEBI REGISTERED AIF, VCF AND FVCI
The Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996 as amended, (the “SEBI
VCF Regulations”) and the Securities and Exchange Board of India (Foreign Venture Capital Investor)
Regulations, 2000, as amended, among other things prescribe the investment restrictions on VCFs and FVCIs
registered with SEBI. Further, the Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012 (the “SEBI AIF Regulations”) prescribe, amongst others, the investment restrictions on AIFs.
The holding by any individual VCF or FVCI registered with SEBI in one venture capital undertaking should not
exceed 25% of the corpus of the VCF. Further, VCFs and FVCIs can invest only up to 33.33% of the investible
funds by way of subscription to an initial public offering.
The category I and II AIFs cannot invest more than 25% of the corpus in one Investee Company. A category III
AIF cannot invest more than 10% of the corpus in one Investee Company. A venture capital fund registered as a
category I AIF, as defined in the SEBI AIF Regulations, cannot invest more than 1/3rd of its corpus by way of
subscription to an initial public offering of a venture capital undertaking. Additionally, the VCFs which have not
re-registered as an AIF under the SEBI AIF Regulations shall continue to be regulated by the VCF Regulations
until the existing fund or scheme managed by the fund is wound up and such funds shall not launch any new
scheme after the notification of the SEBI AIF Regulations.
All non-residents Investors should note that refunds, dividends and other distributions, if any, will be payable in
Indian Rupees only and net of Bank charges and commission.
Participation of AIFs, VCFs and FVCIs shall also be subject to the FEMA Rules.
Our Company or the Book Running Lead Manager will not be responsible for loss, if any, incurred by the
Applicant on account of conversion of foreign currency.
298There is no reservation for Eligible NRIs, FPIs and FVCIs and all Applicants will be treated on the same
basis with other categories for the purpose of allocation.
APPLICATIONS BY LIMITED LIABILITY PARTNERSHIPS
In case of applications made by limited liability partnerships registered under the Limited Liability Partnership
Act, 2008, a certified copy of the certificate of registration issued under the Limited Liability Partnership Act,
2008, must be attached to the Application Form, failing which, our Company in consultation with the Book
Running Lead Manager, reserves the right to reject any Application, without assigning any reason thereof.
APPLICATIONS BY INSURANCE COMPANIES
In case of Applications made by insurance companies registered with the IRDA, a certified copy of the certificate
of registration issued by IRDA must be attached to the Application Form, failing which, our Company in
consultation with the Book Running Lead Manager reserves the right to reject any Application without assigning
any reason thereof.
The exposure norms for insurers prescribed in Regulation 9 of the Insurance Regulatory and Development
Authority of India (Investment) Regulations, 2016 (“IRDAI Investment Regulations”) are set forth below:
(a) Equity shares of a company: the lower of 10%* of the investee company’s outstanding equity shares
(face value) or 10% of the respective fund in case of a life insurer or 10% of investment assets in case of
a general insurer or a reinsurer;
(b) The entire group of the investee company: not more than 15% of the respective fund in case of a life
insurer or 15% of investment assets in case of a general insurer or a reinsurer or 15% of the investment
assets in all companies belonging to the group, whichever is lower; and
(c) The industry sector in which the investee company operates; not more than 15% of the respective fund
of a life insurer or a reinsurer or health insurer or general insurance or 15% of the investment assets,
whichever is lower.
The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount
of 10% of the investment assets of a life insurer or general insurer and the amount calculated under points (i), (ii)
or (iii) above, as the case may be.
*The above limit of 10% shall stand substituted as 15% of outstanding equity shares (face value) for insurance companies with investment
assets of ₹2,500,000 million or more and 12% of outstanding equity shares (face value) for insurers with investment assets of ₹500,000 million
or more but less than ₹2,500,000 million.
Insurer companies participating in this issue shall comply with all applicable regulations, guidelines and circulars
issued by the IRDA from time to time, including the IRDA Investment Regulations.
APPLICATION BY PROVIDENT FUNDS / PENSION FUNDS
In case of applications made by provident funds/pension funds, subject to applicable laws, with minimum corpus
of ₹25 crores, registered with the Pension Fund Regulatory and Development Authority established under sub-
section (1) of section 3 of the Pension Fund Regulatory and Development Authority Act, 2013, a certified copy
of the certificate from a chartered accountant certifying the corpus of the provident fund/ pension fund must be
attached to the Application Form. Failing this, the Company, in consultation with the Book Running Lead
Manager, reserves the right to reject any application, without assigning any reason thereof.
APPLICATIONS BY BANKING COMPANIES
In case of Applications made by banking companies registered with RBI, certified copies of: (i) the certificate of
registration issued by RBI, and (ii) the approval of such banking company’s investment committee must to be
attached to the Application Form, failing which our Company, in consultation with the Book Running Lead
299Manager, reserves the right to reject any Application without assigning any reason.
The investment limit for banking companies in non-financial services companies as per the Banking Regulation
Act, 1949, as amended (“Banking Regulation Act”), and the Reserve Bank of India (“Financial Services
provided by Banks”) Directions, 2016, as amended, is 10% of the paid-up share capital of the investee company
not being its subsidiary engaged in non-financial services or 10% of the banks own paid-up share capital and
reserves, whichever is lower. Further, the aggregate investment in subsidiaries and other entities engaged in
financial and non-financial services company cannot exceed 20% of the bank’s paid-up share capital and reserves.
A banking company may hold up to 30% of the paid-up share capital of the investee company with the prior
approval of the RBI provided that the investee Company is engaged in non-financial activities in which banking
companies are permitted to engage under the Banking Regulation Act.
APPLICATION BY SYSTEMICALLY IMPORTANT NON-BANKING FINANCIAL COMPANIES
In case of Applications made by systemically important non-banking financial companies registered with RBI,
certified copies of: (i) the certificate of registration issued by the RBI, (ii) certified copy of its last audited financial
statements on a standalone basis and a net worth certificate from its statutory auditors, and (iii) such other approval
as may be required by the Systemically Important NBFCs must be attached to the Bid cum Application Form.
Failing this, our Company, in consultation with the Book Running Lead Manager, reserves the right to reject any
Application, without assigning any reason thereof. Systemically Important NBFCs participating in the issue
complied with all applicable regulations, guidelines and circulars issued by RBI from time to time.
APPLICATIONS BY SCSBs
SCSBs participating in the issue must comply with the terms of the SEBI circulars Nos. CIR/CFD/DIL/12/2012
and CIR/CFD/DIL/1/2013 dated September 13, 2012 and January 2, 2013, respectively. Such SCSBs are required
to ensure that for making applications on their own account using ASBA, they should have a separate account in
their own name with any other SEBI registered SCSBs. Further, such account shall be used solely for the purpose
of making application in public Issue and clear demarcated funds should be available in such account for such
applications.
APPLICATION UNDER POWER OF ATTORNEY
In case of Applications made pursuant to a power of attorney by limited companies, corporate bodies, registered
societies, eligible FPIs, AIFs, Mutual Funds, insurance companies, insurance funds set up by the army, navy or
air force of the Union of India, insurance funds set up by the Department of Posts, India or the National Investment
Fund and provident funds with a minimum corpus of ₹2,500 Lakhs (subject to applicable laws) and pension funds
with a minimum corpus of ₹2,500 Lakhs (subject to applicable laws), a certified copy of the power of attorney or
the relevant resolution or authority, as the case may be, along with a certified copy of the memorandum of
association and articles of association and/or bye laws, as applicable, must be lodged along with the Application
Form. Failing this, our Company reserves the right to accept or reject any application in whole or in part, in either
case, without assigning any reason therefore.
In addition to the above, certain additional documents are required to be submitted by the following entities:
(a) With respect to applications by VCFs, FVCIs, FIIs and Mutual Funds, a certified copy of their SEBI
registration certificate must be lodged along with the Application Form. Failing this, our Company
reserves the right to accept or reject any application, in whole or in part, in either case without assigning
any reasons thereof.
(b) With respect to applications by insurance companies registered with the Insurance Regulatory and
Development Authority, in addition to the above, a certified copy of the certificate of registration issued
by the Insurance Regulatory and Development Authority must be lodged with the Application Form as
applicable. Failing this, our Company reserves the right to accept or reject any application, in whole or
in part, in either case without assigning any reasons thereof.
(c) With respect to applications made by provident funds with minimum corpus of Rs. 2,500 Lakhs (subject
to applicable law) and pension funds with a minimum corpus of Rs. 2,500 Lakhs, a certified copy of a
300certificate from a chartered accountant certifying the corpus of the provident fund/pension fund must be
lodged along with the Application Form. Failing this, our Company reserves the right to accept or reject
such application, in whole or in part, in either case without assigning any reasons thereof.
(d) With respect to Bids made by limited liability partnerships registered under the Limited Liability
Partnership Act, 2008, a certified copy of certificate of registration issued under the Limited Liability
Partnership Act, 2008, must be attached to the Bid cum Application Form.
Our Company in its absolute discretion, reserves the right to relax the above condition of simultaneous lodging of
the power of attorney along with the Application Form, subject to such terms and conditions that our Company,
the BRLM may deem fit.
Our Company, in its absolute discretion, reserves the right to permit the holder of the power of attorney to request
the Registrar to the Issue that, for the purpose of mailing of the Allotment Advice / CANs / letters notifying the
unblocking of the bank accounts of ASBA applicants, the Demographic Details given on the Application Form
should be used (and not those obtained from the Depository of the application). In such cases, the Registrar to the
Issue shall use Demographic Details as given on the Application Form instead of those obtained from the
Depositories.
The above information is given for the benefit of the Applicants. Our Company and the Book Running Lead
Manager are not liable for any amendments or modification or changes in applicable laws or regulations,
which may occur after the date of this Prospectus. Applicants are advised to make their independent
investigations and ensure any single Application from them does not exceed the applicable investment limits
or maximum number of the Equity Shares that can be held by them under applicable law or regulation or as
specified in the Red Herring Prospectus, Red Herring Prospectus or this Prospectus.
MAXIMUM AND MINIMUM APPLICATION SIZE
For the Individual Investors
The Application must be for a minimum of two lots. In case of revision of Applications, the Individual Investors
have to ensure that the Application Price exceed ₹2,00,000.
For Other than Individual Investors (Non-Institutional Investors and QIBs)
The Application must be for a minimum of such number of Equity Shares that the Application was for more than
2 lots and in multiples of 6,00 Equity Shares thereafter. An application cannot be submitted for more than the Net
Issue Size. However, the maximum Application by a QIB investor should not exceed the investment limits
prescribed for them by applicable laws. Under existing SEBI Regulations, a QIB Bidder cannot withdraw its
Application after the Issue Closing Date and is required to pay 100% QIB margin upon submission of Application.
In case of revision in Applications, the Non-Institutional Investors, who are individuals, must ensure that the
Application amount is more than two lots for being considered for allocation in the Non-Institutional Portion.
Applicants were advised to ensure that any single Application from them did not exceed the investment
limits or maximum number of Equity Shares that can be held by them under applicable law or regulation
or as specified in this Prospectus.
The above information was given for the benefit of the Applicants. The Company and the Book Running
Lead Manager were not liable for any amendments or modification or changes in applicable laws or
regulations, which may occur after the date of this Prospectus. Applicants were advised to make their
independent investigations and ensure that the number of Equity Shares applied for did not exceed the
applicable limits under laws or regulations.
INFORMATION FOR THE APPLICANTS:
(a) Our Company and the Book Running Lead Manager declared the Bid/Issue Opening Date and Bid/ Issue
Closing Date in the Prospectus to be registered with the RoC and also published the same in two national
301newspapers (one each in English and Hindi) and in a regional newspaper with wide circulation. This
advertisement shall be in the prescribed format.
(b) Our Company has filed a copy of the Red Herring Prospectus with the Registrar of Companies, Chennai,
at least 3 (three) Working Days before the Issue Opening Date.
(c) Any investor (who was eligible to invest in our Equity Shares) who would like to obtain the Draft Red
Herring Prospectus/ Red Herring Prospectus and/ or the Application Form can obtain the same from our
Registered Office/Corporate Office or from the office of the BRLM.
(d) Copies of the Bid Cum Application Form along with the Abridged Prospectus and copies of the Red
Herring Prospectus were made available with the Book Running Lead Manager, the Registrar to the Issue
and at the Registered Office of our Company. Electronic Bid Cum Application Forms were also be
available on the websites of the Stock Exchange.
(e) Applicants who were interested in subscribing to the Equity Shares approached the BRLM or their
authorized agent(s) to register their applications.
(f) Bid Cum Application Form submitted directly to the SCSBs should bear the stamp of the SCSBs and/or
the Designated Branch, or the respective Designated Intermediaries, Bid Cum Application Form
submitted by Applicants whose beneficiary account is inactive shall be rejected.
(g) The Bid Cum Application Form can be submitted either in physical or electronic mode, to the SCSBs
with whom the ASBA Account is maintained, or other Designated Intermediaries (other than SCSBs).
SCSBs may provide the electronic mode of collecting either through an internet-enabled collecting and
banking facility or such other secured, electronically enabled mechanism for applying and blocking funds
in the ASBA Account. The Individual Investors have to apply only through UPI Channel, they have to
provide the UPI ID and validate the blocking of the finds and such Bid Cum Application Forms that do
not contain such details are liable to be rejected.
(h) Applicants applying directly through the SCSBs should ensure that the Bid Cum Application Form is
submitted to a Designated Branch of SCSB, where the ASBA Account is maintained. Applications
submitted directly to the SCSBs or other Designated Intermediaries (Other than SCSBs), the relevant
SCSB, shall block an amount in the ASBA Account equal to the Application Amount specified in the
Bid Cum Application Form, before entering the ASBA Application into the electronic system.
(i) Except for applications by or on behalf of the Central or State Government and the Officials appointed
by the courts and by investors residing in the state of Sikkim, the Bidders, or in the case of applications
in joint names, the first Bidder (the first name under which the beneficiary account is held), should
mention his/her PAN allotted under the Income Tax Act. In accordance with the SEBI Regulations, the
PAN would be the sole identification number for participating in transacting in the securities market,
irrespective of the amount of transaction. Any Bid Cum Application Form without PAN is liable to be
rejected. The demat accounts of Bidders for whom PAN details have not been verified, excluding person
resident in the State of Sikkim or persons who may be exempted from specifying their PAN for
transacting in the securities market, shall be “suspended for credit” and no credit of Equity Shares
pursuant to the Issue will be made into the accounts of such Bidders.
(j) The Applicants may note that in case the PAN, the DP ID and Client ID mentioned in the Bid Cum
Application Form and entered into the electronic collecting system of the Stock Exchange Designated
Intermediaries do not match with PAN, the DP ID and Client ID available in the Depository database,
the Bid Cum Application Form is liable to be rejected.
(k) Applications made in the name of minors and/ or their nominees shall not be accepted.
INSTRUCTIONS FOR COMPLETING THE BID CUM APPLICATION FORM
The Bids should be submitted on the prescribed Form and in BLOCK LETTERS in ENGLISH only in accordance
with the instructions contained herein and in the Bid cum application form. Bids not so made are liable to be
302rejected. ASBA Application Forms should bear the stamp of the SCSBs. ASBA Application Forms, that do not
bear the stamp of the SCSB, will be rejected.
Applications made using a third-party bank account or using third party UPI ID linked bank account are liable to
be rejected. Bid Cum Application Forms should bear the stamp of the Designated Intermediaries. ASBA Bid Cum
Application Forms, which do not bear the stamp of the Designated Intermediaries, will be rejected.
SEBI, vide Circular No. CIR/CFD/14/2012 dated October 04, 2012, has introduced an additional mechanism for
investors to submit application forms in public issues using the stock broker (broker) network of Stock Exchange,
who may not be syndicate members in an issue with effect from January 01, 2013. The list of Broker Centre is
available on the website of NSE at www.nseindia.com. With a view to broad base the reach of Investors by
substantially, enhancing the points for submission of applications, SEBI vide Circular No. CIR/CFD/POLICY
CELL/11/2015 dated November 10, 2015, has permitted Registrar to the Issue and Share Transfer Agent and
Depository Participants registered with SEBI to accept the Bid Cum Application Forms in Public Issue with effect
front January 01, 2016. The List of ETA and DPs centers for collecting the application shall be disclosed is
available on the website of NSE i.e. www.nseindia.com.
BIDDER’S DEPOSITORY ACCOUNT AND BANK DETAILS
Please note that, providing bank account details, PAN, Client ID and DP ID in the space provided in the Bid cum
Application Form is mandatory and Bids that do not contain such details are liable to be rejected.
Bidders should note that on the basis of name of the Applicants, Depository Participant’s name, Depository
Participant Identification number and Beneficiary Account Number provided by them in the Bid cum Application
Form, the Registrar to the Issue will obtain from the Depository the demographic details including address,
Bidders’ bank account details, MICR code and occupation (hereinafter referred to as Demographic Details’).
Bidders should carefully fill in their Depository Account details in the Bid cum Application Form.
These Demographic Details would be used for all correspondence with the Bidders including mailing of the CANs
/ Allocation Advice. The Demographic Details given by Bidders in the Bid cum Application Form would not be
used for any other purpose by the Registrar to the Issue.
By signing the Bid Cum Application Form, the Bidders would be deemed to have authorized the depositories to
provide, upon request, to the Registrar to the Issue, the required Demographic Details as available on its records.
SUBMISSION OF BIDS
1. During the Bid/ Issue Period, Bidders may approach any of the Designated Intermediaries to register
their Bids.
2. In case of Bidders (excluding NIIs) Bidding at the Cut-off Price, the Bidders may instruct the SCSBs to
block the Bid Amount based on the Cap Price less Discount (if applicable).
BASIS OF ALLOTMENT
a) For Individual Investors
Bids received from the Individual Investors at or above the Issue Price shall be grouped together to
determine the total demand under this category. The Allotment to all the successful Individual Investors
will be made at the Issue Price.
The Issue size less Allotment to Non-Institutional and QIB Bidders shall be available for Allotment to
Individual Investors who have Bid in the Issue at a price that is equal to or greater than the Issue Price.
If the aggregate demand in this category is less than or equal to 15,15,600 Equity Shares of the face value
of ₹ 10/- each at or above the Issue Price, full Allotment shall be made to the Individual Investors to the
extent of their valid Bids.
If the aggregate demand in this category is greater than 15,15,600 Equity Shares of the face value of
₹10/- each at or above the Issue Price, the Allotment shall be made on a proportionate basis up to a
303minimum of 1,200 Equity Shares of face value of ₹10/- each and in multiples of 6,00 Equity Shares of
face value of ₹10/- each thereafter. For the method of proportionate Basis of Allotment, refer below.
b) For Non-Institutional Bidders
Bids received from Non-Institutional Bidders at or above the Issue Price shall be grouped together to
determine the total demand under this category. The Allotment to all successful Non-Institutional Bidders
will be made at the Issue Price.
The Issue Size less allotment to QIBs and Individual Investors shall be available for Allotment to Non-
Institutional Bidders who have Bid in the Issue at a price that is equal to or greater than the Issue Price.
If the aggregate demand in this category is less than or equal to 6,49,800 Equity Shares of the face value
of ₹10/- each at or above the Issue Price, full Allotment shall be made to Non-Institutional Bidders to the
extent of their demand.
In case the aggregate demand in this category is greater than 6,49,800 Equity Shares of the face value of
₹10/- each at or above the Issue Price, Allotment shall be made on a proportionate basis up to a minimum
of 1,800 Equity Shares of the face value of ₹10/- each and in multiples of 6,00 Equity Shares of the face
value of ₹10/- each thereafter. For the method of proportionate Basis of Allotment refer below.
c) For QIBs
Bids received from QIBs Bidding in the QIB Category (net of Anchor Portion) at or above the Issue Price
may be grouped together to determine the total demand under this category. The QIB Category may be
available for Allotment to QIBs who have Bid at a price that is equal to or greater than the Issue Price.
Allotment may be undertaken in the following manner: Allotment shall be undertaken in the following
manner:
1. In the first instance allocation to Mutual Funds for 5% of the QIB Portion shall be determined as follows:
• In the event that Bids by Mutual Funds exceeds 5% of the QIB Portion, allocation to Mutual
Funds shall be done on a proportionate basis for 5% of the QIB Portion.
• In the event that the aggregate demand from Mutual Funds is less than 5% of the QIB Portion
then all Mutual Funds shall get full Allotment to the extent of valid Bids received above the
Issue Price.
• Equity Shares remaining unsubscribed, if any, not allocated to Mutual Funds shall be available
for Allotment to all QIB Bidders as set out in (2) below;
2. In the second instance Allotment to all QIBs shall be determined as follows:
• In the event that the oversubscription in the QIB Portion, all QIB Bidders who have submitted
Bids above the Issue Price shall be allotted Equity Shares of face value of ₹10/- each on a
proportionate basis, up to a minimum of 1,800 Equity Shares of face value of ₹10/- each and in
multiples of 6,00 Equity Shares thereafter for 95% of the QIB Portion.
• Mutual Funds, who have received allocation as per (a) above, for less than the number of Equity
Shares Bid for by them, are eligible to receive Equity Shares on a proportionate basis, up to a
minimum of 1,800 Equity Shares of face value of ₹10/- each and in multiples of 6,00 Equity
Shares of face value of ₹10/- each thereafter, along with other QIB Bidders.
• Under-subscription below 5% of the QIB Portion, if any, from Mutual Funds, would be included
for allocation to the remaining QIB Bidders on a proportionate basis. The aggregate Allotment
to QIB Bidders shall not be more than 8,65,800 Equity Shares of face value of ₹10/- each.
d) Allotment to Anchor Investor
1. Allocation of Equity Shares to Anchor Investors at the Anchor Investor Allocation Price was at the
discretion of the Issuer, in consultation with the BRLM, subject to compliance with the following
requirements:
304• not more than 60% of the QIB Portion will be allocated to Anchor Investors;
• one-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject
to valid Bids being received from domestic Mutual Funds at or above the price at which
allocation is being done to other Anchor Investors; and allocation to Anchor Investors shall be
on a discretionary basis and subject to:
✓ a maximum number of two Anchor Investors for allocation up to ₹2 crores;
✓ a minimum number of two Anchor Investors and a maximum number of 15 Anchor
Investors for allocation of more than ₹2 crores and up to ₹25 crores subject to minimum
allotment of ₹1 crores per such Anchor Investor; and
✓ in case of allocation above twenty-five crore rupees; a minimum of 5 such investors and a
maximum of 15 such investors for allocation up to twenty-five crore rupees and an
additional 10 such investors for every additional twenty-five crore rupees or part thereof,
shall be permitted, subject to a minimum allotment of one crore rupees per such investor.
2. A physical book is prepared by the Registrar on the basis of the Anchor Investor Application Forms
received from Anchor Investors. Based on the physical book and at the discretion of the Issuer, in
consultation with the BRLM, selected Anchor Investors will be sent a CAN and if required, a revised
CAN.
3. In the event that the Issue Price is higher than the Anchor Investor Allocation Price:
Anchor Investors will be sent a revised CAN within one day of the Pricing Date indicating the number
of Equity Shares allocated to such Anchor Investor and the pay-in date for payment of the balance
amount. Anchor Investors are then required to pay any additional amounts, being the difference between
the Issue Price and the Anchor Investor Allocation Price, as indicated in the revised CAN within the pay-
in date referred to in the revised CAN. Thereafter, the Allotment Advice will be issued to such Anchor
Investors.
4. In the event the Issue Price is lower than the Anchor Investor Allocation Price:
Anchor Investors who have been Allotted Equity Shares will directly receive Allotment Advice.
5. Basis of Allotment for QIBs (other than Anchor Investors) and NIIs in case of Over Subscribed Issue:
In the event of the Issue being over-subscribed, the Issuer may finalise the Basis of Allotment in
consultation with the NSE (The Designated Stock Exchange). The allocation may be made in marketable
lots on a proportionate basis as set forth hereunder:
a) The total number of Shares to be allocated to each category as a whole shall be arrived at on a
proportionate basis i.e., the total number of Shares applied for in that category multiplied by the
inverse of the oversubscription ratio (number of Bidders in the category multiplied by the
number of Shares applied for).
b) The number of Shares to be allocated to the successful Bidders will be arrived at on a
proportionate basis in marketable lots (i.e., Total number of Shares applied for into the inverse
of the over subscription ratio).
c) For Bids where the proportionate allotment works out to less than minimum lot size, the
allotment will be made as follows:
• Each successful Bidder shall be allotted 6 minimum lot size; and
• The successful Bidder out of the total bidders for that category shall be determined by
draw of lots in such a manner that the total number of Shares allotted in that category is
equal to the number of Shares worked out as per (b) above.
305d) If the proportionate allotment to a Bidder works out to a number that is not a multiple of trading
lot size, the Bidder would be allotted Shares by rounding off to the nearest multiple of trading
lot size subject to a minimum allotment of trading lot size of equity shares.
e) If the Equity Shares allotted on a proportionate basis to any category is more than the Equity
Shares allotted to the Bidders in that category, the balance available Equity Shares or allocation
shall be first adjusted against any category, where the allotted Equity Shares are not sufficient
for proportionate allotment to the successful Bidder in that category, the balance Equity Shares,
if any, remaining after such adjustment will be added to the category comprising Bidder
applying for the minimum number of Shares. If as a result of the process of rounding off to the
nearest multiple of trading lot size of equity shares, results in the actual allotment being higher
than the shares offered, the final allotment may be higher at the sole discretion of the Board of
Directors, up to 110% of the size of the Issue specified under the Capital Structure mentioned
in this Prospectus.
Flow of events from the closure of Bidding period (T DAY) till Allotment:
• On T Day, RTA to validate the electronic bid details with the depository records and also reconcile the
final certificates received from the Sponsor Bank for UPI process and the SCSBs for ASBA and
Syndicate ASBA process with the electronic bid details.
• RTA identifies cases with mismatch of account number as per bid file / FC and as per applicant’s bank
account linked to depository demat account and seek clarification from SCSB to identify the applications
with third party account for rejection.
• Third party confirmation of applications to be completed by SCSBs on T+1 day.
• RTA prepares the list of final rejections and circulate the rejections list with BRLM(s)/ Company for
their review/ comments.
• Post rejection, the RTA submits the basis of allotment with the Designated Stock Exchange (DSE).
• The DSE, post verification approves the basis and generates drawal of lots wherever applicable, through
a random number generation software.
• The RTA uploads the drawal numbers in their system and generates the final list of allotees as per process
mentioned below:
Process for generating list of allotees: -
• Instruction is given by RTA in their Software System to reverse category wise all the application numbers
in the ascending order and generate the bucket /batch as per the allotment ratio. For example, if the
application number is 78654321 then system reverses it to 12345687 and if the ratio of allottees to
applicants in a category is 2:7 then the system will create lots of 7. If the drawal of lots provided by DSE
is 3 and 5 then the system will pick every 3rd and 5th application in each of the lot of the category and
these application s will be allotted the shares in that category.
• In categories where there is proportionate allotment, the Registrar will prepare the proportionate working
based on the oversubscription times.
• In categories where there is undersubscription, the Registrar will do full allotment for all valid
applications.
• On the basis of the above, the RTA will work out the allotees, partial allotees and non- allottees, prepare
the fund transfer letters and advice the SCSBs to debit or unblock the respective accounts.
Individual Investor, who applies for two lots with minimum application size of above ₹ 2,00,000. Investors may
306note that in case of oversubscription, allotment shall be on a proportionate basis and will be finalized in
consultation with the NSE.
The authorised employee of the Designated Stock Exchange along with the Book Running Lead Manager and
Registrar to the Issue shall be responsible to ensure that the basis of allotment is finalized in a fair and proper
manner in accordance with the SEBI ICDR Regulations.
INFORMATION FOR BIDDERS
The relevant Designated Intermediary entered a maximum of three Bids at different price levels opted in the Bid
cum Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility to
obtain the acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the
Designated Intermediary does not guarantee that the Equity Shares shall be allocated/Allotted. Such
Acknowledgement Slip will be non-negotiable and by itself will not create any obligation of any kind. When a
Bidder revises his or her Bid, he /she shall surrender the earlier Acknowledgement Slip and may request for a
revised acknowledgment slip from the relevant Designated Intermediary as proof of his or her having revised the
previous Bid. In relation to electronic registration of Bids, the permission given by the Stock Exchange to use
their network and software of the electronic bidding system should not in any way be deemed or construed to
mean that the compliance with various statutory and other requirements by our Company, the BRLM are cleared
or approved by the Stock Exchange; nor does it in any manner warrant, certify or endorse the correctness or
completeness of compliance with the statutory and other requirements, nor does it take any responsibility for the
financial or other soundness of our Company, the management or any scheme or project of our Company; nor
does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of the
Prospectus; nor does it warrant that the Equity Shares will be listed or will continue to be listed on the Stock
Exchange.
GENERAL INSTRUCTIONS
Please note that Individual Investors, QIBs and Non-Institutional Investors were not permitted to withdraw their
Bid(s) or lower the size of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage.
Anchor Investors shall not be allowed to withdraw their Bids after the Anchor Investor Bid/ Issue Period.
Do’s:
1. Check if you are eligible to apply as per the terms of this Prospectus and under applicable laws, rules,
regulations, guidelines and approvals; All Applicants (other than Anchor Investors) should submit their
applications through the ASBA process only;
2. Ensure that you have Bid within the Price Band;
3. Read all the instructions carefully and complete the Application Form in the prescribed form;
4. Ensure that the details about the PAN, DP ID, Client ID and Bank Account Number (UPI ID, as
applicable) are correct and the Applicant depository account is active, as Allotment of the Equity Shares
will be in the dematerialized form only;
5. Ensure that your Application Form bearing the stamp of a Designated Intermediary is submitted to the
Designated Intermediary at the Bidding Centre (except in the case of electronic Bids) within the
prescribed time;
6. UPI Bidders Bidding using the UPI Mechanism in the Issue are required to ensure that they use only
their own ASBA Account or only their own bank account linked UPI ID to make an application in the
Issue and not ASBA Account or bank account linked UPI ID of any third party;
7. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB
before submitting the ASBA Form to the relevant Designated Intermediaries;
8. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Banks prior to 5:00
pm on the Bid/ Issue Closing Date;
3079. In case of joint Bids, ensure that the First Bidder is the ASBA Account holder (or the UPI-linked bank
account holder, as the case may be) and the signature of the First Bidder is included in the Application
Form;
10. Ensure that the names given in the Bid cum Application Form is/are exactly the same as the names in
which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum
Application Form should contain the name of only the first bidder whose name should also appear as the
first holder of the beneficiary account held in joint names;
11. In the case of QIBs and NIIs, ensure that while Bidding through a Designated Intermediary, the ASBA
Form is submitted to a Designated Intermediary in a Bidding Centre and that the SCSB where the ASBA
Account, as specified in the ASBA Form, is maintained has named at least one branch at that location
for the Designated Intermediary to deposit ASBA Forms (a list of such branches is available on the
website of SEBI at http://www.sebi.gov.in). Individual Investors bidding through the non-UPI
Mechanism should either submit the physical Application Form with the SCSBs or Designated Branches
of SCSBs under Channel I (described in the UPI Circulars) or submit the Application Form online using
the facility of 3-in-1 type accounts under Channel II (described in the UPI Circulars);
12. Ensure that you have mentioned the correct ASBA Account number (for all Bidders other than Individual
Investors using the UPI Mechanism) in the Application Form;
13. Applicants using the UPI Mechanism should ensure that the correct UPI ID (with a maximum length of
45 characters including the handle) is mentioned in the Application Form;
14. Applicants using UPI Mechanism through the SCSBs and mobile applications shall ensure that the name
of the Bank appears in the list of SCSBs which are live on UPI, as displayed on the SEBI website.
Individual Investors shall ensure that the name of the app and the UPI handle which is used for making
the application appears in Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/COR/P/2019/85
dated July 26, 2019;
15. Applicants submitting an Application Form using the UPI Mechanism should ensure that: (a) the bank
where the bank account linked to their UPI ID is maintained; and (b) the Mobile App and UPI handle
being used for making the Bid is listed on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40;
16. If the first applicant is not the account holder, ensure that the Application Form is signed by the account
holder. Ensure that you have mentioned the correct bank account number in the Application Form;
17. QIBs and Non-Institutional Bidders should submit their Bids through the ASBA process only. Pursuant
to SEBI circular dated November 01, 2018, and July 26, 2019.
18. Ensure that you request for and receive a stamped acknowledgement of the Application Form for all your
Bid options;
19. Submit revised Bids to the same Designated Intermediary, through whom the original Bid is placed and
obtain a revised acknowledgement;
20. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the
courts, who, in terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their PAN
for transacting in the securities market, and (ii) Bids by persons resident in the state of Sikkim, who, in
terms of a SEBI circular dated July 20, 2006, may be exempted from specifying their PAN for transacting
in the securities market, all Bidders should mention their PAN allotted under the I.T. Act. The exemption
for the Central or the State Government and officials appointed by the courts and for investors residing
in the State of Sikkim is subject to (a) the Demographic Details received from the respective depositories
confirming the exemption granted to the beneficiary owner by a suitable description in the PAN field
and the beneficiary account remaining in "active status"; and (b) in the case of residents of Sikkim, the
address as per the Demographic Details evidencing the same. All other applications in which PAN is not
308mentioned will be rejected;
21. FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and
DP IDs, are required to submit a confirmation that their Bids are under the MIM structure and indicate
the name of their investment managers in such confirmation which shall be submitted along with each
of their Bid cum Application Forms. In the absence of such confirmation from the relevant FPIs, such
MIM Bids shall be rejected;
22. Ensure that the Demographic Details are updated, true and correct in all respects;
23. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth
Schedule to the Constitution of India are attested by a Magistrate or a Notary Public or a Special
Executive Magistrate under official seal;
24. Ensure that the category and the investor status is indicated;
25. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust etc.,
relevant documents are submitted;
26. Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign
and Indian laws;
27. Bidders should note that in case the DP ID, Client ID and PAN mentioned in their Application Form and
entered into the online IPO system of the Stock Exchange by the relevant Designated Intermediary, as
the case may be, do not match with the DP ID, Client ID and PAN available in the Depository database,
then such Bids are liable to be rejected. Where the Application Form is submitted in joint names, ensure
that the beneficiary account is also held in the same joint names and such names are in the same sequence
in which they appear in the Application Form;
28. Ensure that the Application Forms are delivered by the Bidders within the time prescribed as per the
Application Form and this Prospectus;
29. Ensure that you have correctly signed the authorization/undertaking box in the Application Form, or have
otherwise provided authorization to the SCSB via the electronic mode, for blocking funds in the ASBA
30. Applicants shall ensure that details of the Bid are reviewed and verified by opening the attachment in the
UPI Mandate Request and then proceed to authorize the UPI Mandate Request using his/her UPI PIN.
Upon the authorization of the mandate using his/her UPI PIN, an Applicant may be deemed to have
verified the attachment containing the application details of the Individual Investors in the UPI Mandate
Request and have agreed to block the entire Bid Amount and authorized the Sponsor Bank to block the
Bid Amount mentioned in the Application Form;
31. Applicants using the UPI Mechanism, who have revised their Bids subsequent to making the initial Bid,
should also approve the revised Mandate Request generated by the Sponsor Bank to authorize the
blocking of funds equivalent to the revised Bid Amount and subsequent debit of funds in case of
Allotment in a timely manner; and
32. Bids by Eligible NRIs and HUFs for a Bid Amount of less than three lots would be considered under the
Individual Investors Portion, and Bids for more than two lots would be considered under the Non-
Institutional Portion, for the purposes of allocation in the Issue.
33. The ASBA Bidders are required to ensure that bids above ₹ 5,00,000, are uploaded only by the SCSBs;
34. UPI Bidders bidding using the UPI Mechanism are required to mention valid UPI ID of only the Bidder
(in case of a single account) and of the first bidder (in case of a joint account) in the Bid cum Application
Form;
35. Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLM.
309The Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not
mentioned in the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019,
is liable to be rejected.
Don’ts:
1. Do not apply for lower than the Minimum Application Size;
2. Do not submit a Bid using UPI ID, if you are not a UPI Bidder;
3. Do not Bid for a Bid Amount exceeding ₹ 500,000 by UPI Bidders;
4. Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case
maybe, after you have submitted a Bid to any of the Designated Intermediary;
5. Do not apply/ revise the Bid amount less than the Floor Price or higher than the Cap Price mentioned
herein or in the Application Form;
6. Do not pay the Application Amount in cash, by money order, cheques, demand drafts, postal order, stock
investment or any mode, other than blocked amounts in the bank account maintained with SCSB;
7. Applicants should not submit a Bid using the UPI Mechanism, unless the name of the bank where the
bank account linked to your UPI ID is maintained, is listed on the website of the SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40;
8. Applicants should not submit a Bid using the UPI Mechanism, using a Mobile App or UPI handle, not
listed on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40;
9. Do not send Application Forms by post; instead submit the same to the Designated Intermediary only;
10. Do not Bid at Cut-off Price (for Bids by Individual Investors, QIBs and Non-Institutional Investors);
11. Do not submit the Application Forms to any non-SCSB bank or our Company;
12. Do not apply on an Application Form that does not have the stamp of the relevant Designated
Intermediary;
13. Do not instruct your respective Banks to release the funds blocked in the ASBA Account under the ASBA
process;
14. Do not submit more than one Application Form per ASBA Account;
15. Do not submit the Bid for an amount more than the funds available in your ASBA Account;
16. Do not fill up the Application Form such that the Equity Shares applied for exceeds the issue size and /
or investment limit or maximum number of the Equity Shares that can be held under the applicable laws
or regulations or maximum amount permissible under the applicable regulations or under the terms of
this Prospectus;
17. Do not Bid for Equity Shares more than specified by the Stock Exchange for each category;
18. Do not make the Bid cum Application Form using a third-party bank account or using a third-party linked
bank account UPI ID;
19. Anchor Investors should not bid through the ASBA process;
31020. Do not submit the General Index Register number instead of the PAN as the application is liable to be
rejected on this ground;
21. If you are a QIB, do not submit your Bid after 3 p.m. on the QIB Bid/Issue Closing Date;
22. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or
the Bid Amount) at any stage, if you are a Individual Investors, QIB or a Non-Institutional Investor.
23. Do not submit Bids to a Designated Intermediary at a location other than at the relevant Bidding Centres.
If you are a UPI Bidder and are using the UPI mechanism, do not submit the ASBA Form directly with
SCSBs;
24. Do not submit incorrect details of the DP ID, Client ID and PAN or provide details for a beneficiary
account which is suspended or for which details cannot be verified by the Registrar to the Issue;
25. Do not submit applications on plain paper or incomplete or illegible Application Forms in a color
prescribed for another category of Applicant;
26. All investors submit their applications through the ASBA process only except as mentioned in SEBI
Circular No. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019 &
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021;
27. Do not apply if you are not competent to contract under the Indian Contract Act, 1872 (other than minors
having valid depository accounts as per Demographic Details provided by the depository);
28. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the
NPCI in case of Applications submitted by Individual Investors using the UPI mechanism;
29. Do not Bid if you are an OCB;
The Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
OTHER INSTRUCTION FOR BIDDERS
Joint Applications in the case of Individuals
In the case of Joint Bids, the Bids should be made in the name of the Bidders whose name appears first in the
Depository account. The name so entered should be the same as it appears in the Depository records. The signature
of only such first Bidders would be required in the Bid cum Application Form/Application Form and such first
Bidder would be deemed to have signed on behalf of the joint holders. All payments may be made out in favour
of the Bidder whose name appears in the Bid cum Application Form or the Revision Form and all communications
may be addressed to such Bidder and may be dispatched to his or her address as per the Demographic Details
received from the Depositories.
Applications may be made in single or joint names (not more than three). In the case of joint Applications, all
payments will be made out in favour of the Applicant whose name appears first in the Application Form or
Revision Form. All communications will be addressed to the First Applicant and will be dispatched to his or her
address as per the Demographic Details received from the Depository.
Multiple Applications
An Applicant should submit only one Application (and not more than one) for the total number of Equity Shares
required. Two or more Applications will be deemed to be multiple Applications if the sole or First Applicant is
one and the same.
In this regard, the procedures that would be followed by the Registrar to the Issue to detect multiple applications
are given below:
311(a) All applications are electronically strung on first name, address (1st line) and applicant’s status. Further,
these applications are electronically matched for common first name and address and if matched, these
are checked manually for age, signature and father/ husband’s name to determine if they are multiple
applications.
(b) Applications which do not qualify as multiple applications as per above procedure are further checked
for common DP ID/ beneficiary ID. In case of applications with a common DP ID/ beneficiary ID, are
manually checked to eliminate the possibility of data entry errors to determine if they are multiple
applications.
(c) Applications which do not qualify as multiple applications as per above procedure are further checked
for common PAN. All such matched applications with common PAN are manually checked to eliminate
the possibility of data capture errors to determine if they are multiple applications.
In case of a mutual fund, a separate Application can be made in respect of each scheme of the mutual fund
registered with SEBI and such Applications in respect of more than one scheme of the mutual fund will not be
treated as multiple Applications provided that the Applications clearly indicate the scheme concerned for which
the Application has been made.
In cases where there are more than 20 valid applications having a common address, such shares will be kept in
abeyance, post allotment and released on confirmation of know your client’s norms by the depositories. The
Company reserves the right to reject, in our absolute discretion, all or any multiple Applications in any or all
categories.
After submitting an ASBA Application either in physical or electronic mode, an ASBA Applicant cannot apply
(either in physical or electronic mode) to either the same or another Designated Branch of the SCSB. Submission
of a second Application in such manner will be deemed a multiple Application and would be rejected. More than
one ASBA Applicant may apply for Equity Shares using the same ASBA Account, provided that the SCSBs will
not accept a total of more than five Application Forms with respect to any single ASBA Account.
Duplicate copies of Application Forms downloaded and printed from the website of the Stock Exchange bearing
the same application number shall be treated as multiple applications and are liable to be rejected. The Company,
in consultation with the BRLM reserves the right to reject, in its absolute discretion, all or any multiple
applications in any or all categories. In this regard, the procedure which would be followed by the Registrar to the
Issue to detect multiple applications is given below:
(i) All Applications will be checked for common PAN. For Applicants other than Mutual Funds and FII sub
accounts, Applications bearing the same PAN will be treated as multiple Applications and will be
rejected.
(ii) For Applications from Mutual Funds and FII sub-accounts, submitted under the same PAN, as well as
Applications on behalf of the Applicants for whom submission of PAN is not mandatory such as the
Central or State Government, an official liquidator or receiver appointed by a court and residents of
Sikkim, the Application Forms will be checked for common DP ID and Client ID.
PERMANENT ACCOUNT NUMBER OR PAN
Pursuant to the circular MRD/DoP/Circ 05/2007 dated April 27, 2007, SEBI has mandated Permanent Account
Number (PAN) to be the sole identification number for all participants transacting in the securities market,
irrespective of the amount of the transaction w.e.f. July 02, 2007. Each of the Applicants should mention his/her
PAN allotted under the IT Act. Bids submitted without this information will be considered incomplete and are
liable to be rejected. It is to be specifically noted that Applicants should not submit the GIR number instead of the
PAN, as the Application is liable to be rejected on this ground.
RIGHT TO REJECT APPLICATIONS
In case of QIB Applicants, the Company in consultation with the Book Running Lead Manager, may reject
312Applications provided that the reasons for rejecting the same shall be provided to such Applicant in writing. In
case of Non-Institutional Applicants and the Individual Investors, the Company has a right to reject Applications
based on technical grounds.
GROUNDS FOR TECHNICAL REJECTIONS
In addition to the grounds for rejection of Application on technical grounds as provided in the “General
Information Document”, Applicants are requested to note that Applications may be rejected on the following
additional technical grounds.
1. Bids submitted without instruction to the SCSBs to block the entire Application Amount;
2. Bids that do not contain details of the Bid Amount and the bank account details in the ASBA Form;
3. Bids submitted on a plain paper;
4. Bids submitted by Individual Investors using the UPI Mechanism through an SCSBs and/or using a
mobile application or UPI handle, not listed on the website of SEBI;
5. Bids under the UPI Mechanism submitted by Individual Investors using third party bank accounts or
using a third party linked bank account UPI ID (subject to availability of information regarding third
party account from Sponsor Bank);
6. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated
Intermediary;
7. Bids submitted without the signature of the First Bidder or sole Bidder;
8. The ASBA Form not being signed by the account holders, if the account holder is different from the
Bidder;
9. Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are
“suspended for credit” in terms of SEBI circular CIR/MRD/DP/ 22 /2010 dated July 29, 2010;
10. GIR number furnished instead of PAN;
11. Bids by Individual Investors with a Bid Amount of a value of less than ₹ 2,00,000;
12. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules,
regulations, guidelines and approvals;
13. Bids accompanied by stock investment, money order, postal order or cash; and
14. Bids uploaded by QIBs after 4.00 pm on the QIB Bid/ Issue Closing Date and by Non-Institutional
Bidders uploaded after 4.00 p.m. on the Bid/ Issue Closing Date, and Bids by Individual Investors
uploaded after 5.00 p.m. on the Bid/ Issue Closing Date, unless extended by the Stock Exchange.
15. Applications by OCBs;
For helpline details of the BRLM pursuant to the SEBI/HO.CFD.DIL2/CIR/P/2021/2480/1/M dated March 16,
2021, see “General Information – Book Running Lead Manager” on page 69.
SIGNING OF UNDERWRITING AGREEMENT
Our company has entered into an Underwriting Agreement dated April 19, 2025.
313FILING OF THE PROSPECTUS WITH THE ROC
A copy of the Red Herring Prospectus has been filed with the RoC and this Prospectus will be filled with the ROC
in terms of Section 26 of the Companies Act.
EQUITY SHARES IN DEMATERIALISED FORM WITH NSDL/ CDSL
To enable all shareholders of the Company to have their shareholding in electronic form, the Company has entered
the following tripartite agreements with the Depositories and the Registrar and Share Transfer Agent:
(i) We have entered into a tripartite agreement amongst NSDL, the Company and the Registrar to the Issue on
April 22, 2024.
(ii) We have entered into a tripartite agreement amongst CDSL, the Company and the Registrar to the Issue on
April 18, 2024,
The Company’s International Securities Identification Number (ISIN) is INE0VCK01011.
An Applicant applying for Equity Shares must have at least one beneficiary account with either of the Depository
Participants of either NSDL or CDSL prior to making the Application.
• The Applicant must necessarily fill in the details (including the Beneficiary Account Number and
Depository Participant’s identification number) appearing in the Application Form or Revision Form.
• Allotment to a successful Applicant will be credited in electronic form directly to the beneficiary account
(with the Depository Participant) of the Applicant.
• Names in the Application Form or Revision Form should be identical to those appearing in the account
details in the Depository. In case of joint holders, the names should necessarily be in the same sequence
as they appear in the account details in the Depository.
• If incomplete or incorrect details are given under the heading ‘Applicants Depository Account Details’
in the Application Form or Revision Form, it is liable to be rejected.
• The Applicant is responsible for the correctness of his or her Demographic Details given in the
Application Form vis à vis those with his or her Depository Participant.
• Equity Shares in electronic form can be traded only on the Stock Exchange having electronic connectivity
with NSDL and CDSL. The Stock Exchange where our Equity Shares are proposed to be listed has
electronic connectivity with CDSL and NSDL.
• The allotment and trading of the Equity Shares of the Company would be in dematerialized form only
for all investors.
TERMS OF PAYMENT
The entire Issue Price of ₹ 225 per share was payable on application. In case of allotment of lesser number of
Equity Shares than the number applied, the Registrar shall instruct the SCSBs to unblock the excess amount paid
on Application to the Applicants.
SCSBs or Sponsor Bank will transfer the amount as per the instruction of the Registrar to the Public Issue Account,
the balance amount after transfer will be unblocked by the SCSBs or Sponsor Bank.
The applicants should note that the arrangement with Bankers to the Issue or the Registrar is not prescribed by
SEBI and has been established as an arrangement between our Company, Banker to the Issue and the Registrar to
the Issue to facilitate collections from the Applicants.
314PAYMENT MECHANISM
The applicants shall specify the bank account number in their Application Form and the SCSBs shall block an
amount equivalent to the Application Amount in the bank account specified in the Application Form sent by the
Sponsor Bank. The SCSB or Sponsor Bank shall keep the Application Amount in the relevant bank account
blocked until withdrawal/rejection of the Application or receipt of instructions from the Registrar to unblock the
Application Amount. However, none of the investors categories shall withdraw nor lower the size of their
applications at any stage. In the event of withdrawal or rejection of the Application Form or for unsuccessful
Application Forms, the Registrar to the Issue shall give instructions to the SCSBs to unblock the application
money in the relevant bank account within one day of receipt of such instruction. The Application Amount shall
remain blocked in the ASBA Account until finalization of the Basis of Allotment in the Issue and consequent
transfer of the Application Amount to the Public Issue Account, or until withdrawal / failure of the issue or until
rejection of the Application by the ASBA Applicant, as the case may be.
Please note that, in terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and
the SEBI ICDR Regulations, all investors applying in a public issue shall use only Application Supported by
Blocked Amount (“ASBA”) process for application providing details of the bank account which will be blocked
by the Self-Certified Syndicate Banks (“SCSBs”) for the same. Further, pursuant to SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018, Individual Investors applying in public issue
have to use UPI as a payment mechanism with Application Supported by Blocked Amount for making application
or also can use UPI as a payment mechanism with Application Supported by Blocked Amount for making
application. SEBI through its circular (SEBI/HO/CFD/DIL2/CIR/P/2022/45) dated April 5, 2022, has prescribed
that all individual investors applying in initial public offerings opening on or after May 1, 2022, where the
application amount is up to ₹5,00,000, may use UPI.
PAYMENT BY STOCK INVEST
In terms of the Reserve Bank of India Circular No. DBOD No. FSC BC 42/ 24.47.00/ 2003-04 dated November
05, 2003; the option to use the stock investment instrument in lieu of cheques or banks for payment of Application
money has been withdrawn. Hence, payment through stock investment would not be accepted in this Issue.
PAYMENT INTO ESCROW ACCOUNT(S) FOR ANCHOR INVESTORS
Our Company, in consultation with the BRLM, in its absolute discretion, will decide the list of Anchor Investors
to whom the CAN will be sent, pursuant to which the details of the Equity Shares allocated to them in their
respective names will be notified to such Anchor Investors. Anchor Investors are not permitted to Bid on the Issue
through the ASBA process. Instead, Anchor Investors are required to transfer the Bid Amount (through direct
credit, real-time gross settlement (“RTGS”), national automated clearing house (“NACH”) or national electronic
fund transfer (“NEFT”) to the Escrow Account(s). For Anchor Investors, the payment instruments for payment
into the Escrow Account should be drawn in favor of:
a) In case of resident Anchor Investors: “FLYSBS AVIATION LIMITED ANCHOR INVESTOR R
ACCOUNT”; and
b) In case of Non-Resident Anchor Investors: “FLYSBS AVIATION LIMITED ANCHOR INVESTOR NR
ACCOUNT”.
Anchor Investors should note that the escrow mechanism is not prescribed by the SEBI and has been established
as an arrangement between our Company and the Syndicate, if any the Escrow Collection Bank and the Registrar
to the Issue to facilitate collections of Bid amounts from Anchor Investors.
PRE-ISSUE AND PRICE BAND ADVERTISEMENT
Subject to Section 30 of the Companies Act, our Company has, after registering the Red Herring Prospectus with
the ROC, published a pre-Issue and Price Band advertisement, in the form prescribed by the SEBI ICDR
Regulations, in (i) all edition of Financial Express (a widely circulated English national daily newspaper), all
edition of Jansatta (a widely circulated Hindi national daily newspaper) and Tamil editions of Makkalkural (a
widely circulated Tamil daily newspaper, Tamil being the regional language of Tamil Nadu, where our registered
office is located).
315In the pre-Issue and Price Band advertisement, we have stated the Bid/ Issue Opening Date and the Bid/ Issue
Closing Date. This advertisement, subject to the provisions of Section 30 of the Companies Act, 2013 and
Regulation 264 of SEBI ICDR Regulations, in the format prescribed in Part A of Schedule X of the SEBI ICDR
Regulations.
ALLOTMENT ADVERTISEMENT
The Allotment Advertisement shall be uploaded on the websites of our Company, the BRLM and the Registrar to
the Issue, before 9:00 p.m. IST, on the date of receipt of the final listing and trading approval from the Stock
Exchange where the Equity Shares are proposed to be listed, provided such final listing and trading approval from
the Stock Exchange is received prior to 9:00 p.m. IST on that day. In the event, that the final listing and trading
approval from the Stock Exchange is received post 9:00 p.m. IST on the date of receipt of the final listing and
trading approval from the Stock Exchange where the Equity Shares of the Issuer are proposed to be listed, then
the Allotment Advertisement shall be uploaded on the websites of our Company, the BRLM and the Registrar to
the Issue, following the receipt of the final listing and trading approval from the Stock Exchange.
Our Company, the BRLM and the Registrar to the Issue shall publish an allotment advertisement not later than
one Working Day after the commencement of trading, disclosing the date of commencement of trading in all
edition of Financial Express (a widely circulated English national daily newspaper), all edition of Jansatta (a
widely circulated Hindi national daily newspaper) and Tamil editions of Makkalkural (a widely circulated Tamil
daily newspaper, Tamil being the regional language of Tamil Nadu, where our registered office is located).
ISSUANCE OF ALLOTMENT ADVICE
On the Designated date, the SCSBs shall transfer the funds represented by the allocation of Equity Shares into a
public issue account with the Banker to the Issue. Upon approval of the basis of the allotment by the Designated
Stock Exchange, the Registrar to the Issue shall upload the same on its website. On the basis of approved basis of
allotment, the issuer shall pass necessary corporate action to facilitate the allotment and credit of Equity Shares.
Applicants are advised to instruct their respective depository participants to accept the Equity Shares that may be
allotted to them pursuant to the Issue. Pursuant to confirmation of such corporate actions the Registrar to the Issue
will dispatch allotment advice to the applicants who have been allotted Equity Shares in the Issue. The dispatch
of allotment advice shall be deemed a valid, binding and irrevocable contract.
The Company will issue and dispatch letters of allotment/ securities certificates and/ or letters of regret or credit
the allotted securities to the respective beneficiary accounts, if any within a period of 2 Working Days of the Issue
Closing Date. The issuer also ensures the credit of shares to the successful Applicants Depository Account is
completed within one Working Day from the date of allotment, after the funds are transferred from the ASBA
Public Issue Account to Public Issue Account of the Issuer.
DESIGNATED DATE
On the Designated date, the SCSBs shall transfer the funds represented by allocations of the Equity Shares into a
Public Issue Account with the Bankers to the Issue.
The Company will issue and dispatch letters of allotment/ or letters of regret along with refund order or credit the
allotted securities to the respective beneficiary accounts, if any within a period of 2 Working Days of the issue
Closing Date. The Company will intimate the details of allotment of securities to Depository immediately on
allotment of securities under relevant provisions of the Companies Act, 2013 or other applicable provisions, if
any.
NAMES OF ENTITIES RESPONSIBLE FOR FINALISING THE BASIS OF ALLOTMENT IN A FAIR
AND PROPER MANNER
The authorized employees of the Stock Exchange, along with the BRLM and the Registrar, shall ensure that the
Basis of Allotment is finalized in a fair and proper manner in accordance with the procedure specified in SEBI
ICDR Regulations.
316METHOD OF ALLOTMENT AS MAY BE PRESCRIBED BY SEBI FROM TIME TO TIME
Our Company will not make any allotment in excess of the Equity Shares issued through the Issue except in case
of oversubscription for the purpose of rounding off to make allotment, in consultation with the Designated Stock
Exchange. Further, upon oversubscription, an allotment of not more than 10% of the Net Issue to the public may
be made for the purpose of making allotment in minimum lots.
The allotment of Equity Shares to Bidders other than to the Individual Investors, NIIs and Anchor Investors shall
be on a proportionate basis within the respective investor categories and the number of securities allotted shall be
rounded off to the nearest integer, subject to the minimum allotment being equal to the Minimum Application
Size as determined and disclosed.
The allotment of Equity Shares to each Individual Investors shall not be less than the Minimum Application Size,
subject to the availability of shares in the Individual Investors category, and the remaining available shares, if any,
shall be allotted on a proportionate basis. The allotment to each Non-Institutional Investor shall not be less than
the Minimum Application Size, subject to the availability of Equity Shares in the Non-Institutional Portion, and
the remaining Equity Shares, if any, shall be allotted on a proportionate basis in accordance with the conditions
specified in Schedule XIII to the SEBI ICDR Regulations.
ISSUE PROCEDURE FOR APPLICATION SUPPORTED BY BLOCKED ACCOUNT (ASBA)
In accordance with the SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, all
Applicants have to compulsorily apply through the ASBA Process. Our Company and the Book Running Lead
Manager are not liable for any amendments, modifications, or changes in applicable laws or regulations, which
may occur after the date of this Prospectus. ASBA Applicants are advised to make their independent investigations
and to ensure that the ASBA Application Form is correctly filled up, as described in this section.
The lists of banks that have been notified by SEBI to act as SCSB (Self Certified Syndicate Banks) for the ASBA
Process are provided on https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes. For details
on designated branches of SCSB collecting the Application Form, please refer the above-mentioned SEBI link.
METHOD AND PROCESS OF APPLICATIONS
1. The Designated Intermediaries have accepted applications from the Applicants during the Issue Period.
2. The Issue Period was for a minimum of three Working Days and did not exceed ten Working Days. The
Issue Period may be extended, if required, by an additional three Working Days, subject to the total Issue
Period not exceeding ten Working Days.
3. During the Issue Period, Applicants who were interested in subscribing to the Equity Shares should
approach the Designated Intermediaries to register their applications.
4. The Applicant cannot apply on another Application Form after applications on one Application Form
have been submitted to the Designated Intermediaries. Submission of a second Application form to either
the same or to another Designated Intermediary will be treated as multiple applications and is liable to
be rejected either before entering the application into the electronic collecting system or at any point
prior to the allocation or Allotment of Equity Shares in this Issue.
5. Designated Intermediaries accepting the application forms shall be responsible for uploading the
application along with other relevant details in application forms on the electronic bidding system of
stock exchange and submitting the form to SCSBs for blocking of funds (except in case of SCSBs, where
blocking of funds will be done by respective SCSBs only). All applications shall be stamped and thereby
acknowledged by the Designated Intermediaries at the time of receipt.
6. The Designated Intermediaries will enter each application option into the electronic collecting system as
a separate application and generate a TRS and give the same to the applicant.
7. Upon receipt of the Application Form, submitted whether in physical or electronic mode, the Designated
317Intermediary shall verify if sufficient funds equal to the Application Amount are available in the ASBA
Account, as mentioned in the Application Form, prior to uploading such applications with the Stock
Exchange.
8. If sufficient funds are not available in the ASBA Account, the Designated Intermediary shall reject such
applications and shall not upload such applications with the Stock Exchange.
9. If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the
Application Amount mentioned in the Application Form and will enter each application option into the
electronic collecting system as a separate application and generate a TRS for each price and demand
option. The TRS shall be furnished to the Applicant on request. The registration of the Application by
the Designated Intermediary does not guarantee that the Equity Shares shall be allocated/ allotted. Such
Acknowledgement will be non-negotiable and by itself will not create any obligation of any kind. When
an Applicant revises his or her Application (in case of revision in the Price), he /she shall surrender the
earlier Acknowledgement Slip and may request for a revised TRS from the relevant Designated
Intermediary as proof of his or her having revised the previous Application.
10. The Application Amount shall remain blocked in the aforesaid ASBA Account until finalization of the
Basis of Allotment and consequent transfer of the Application Amount against the Allotted Equity Shares
to the Public Issue Account, or until withdrawal/ failure of the issue or until withdrawal/ rejection of the
Application Form, as the case may be. Once the Basis of Allotment is finalized, the Registrar to the Issue
shall send an appropriate request to the Controlling Branch of the SCSB for unblocking the relevant
ASBA Accounts and for transferring the amount allocable to the successful Applicants to the Public
Issue account. In case of withdrawal/ failure of the issue, the blocked amount shall be unblocked on
receipt of such information from the Registrar to the Issue.
APPLICANT’S DEPOSITORY ACCOUNT AND BANK DETAILS
Please note that providing bank account details, PAN No’s, Client ID and DP ID in the space provided in the
application form is mandatory and applications that do not contain such details are liable to be rejected.
Applicants should note that on the basis of name of the Applicants, Depository Participant's name, Depository
Participant Identification number and Beneficiary Account Number provided by them in the Application Form as
entered into the Stock Exchange online system, the Registrar to the Issue will obtain from the Depository the
demographic details including address, Applicants bank account details, MICR code and occupation (hereinafter
referred to as 'Demographic Details'). These Demographic Details would be used for all correspondence with
the Applicants including mailing of the Allotment Advice. The Demographic Details given by Applicants in the
Application Form would not be used for any other purpose by the Registrar to the Issue.
By signing the Application Form, the Applicant would be deemed to have authorized the depositories to provide,
upon request, to the Registrar to the Issue, the required Demographic Details as available on its records.
SUBMISSION OF APPLICATION FORM
All Application Forms duly completed have been submitted to the Designated Intermediaries. The aforesaid
intermediaries, at the time of receipt of application, gave an acknowledgement to the investor, by giving the
counter foil or specifying the application number to the investor, as a proof of having accepted the application
form, in physical or electronic mode, respectively.
COMMUNICATIONS
All future communications in connection with Applications made in this Issue should be addressed to the Registrar
to the Issue quoting the full name of the sole or First Applicant, Application Form number, Applicants Depository
Account Details, number of Equity Shares applied for, date of Application form, name and address of the
Designated Intermediary where the Application is submitted thereof and a copy of the acknowledgement slip.
318DISPOSAL OF APPLICATION AND APPLICATION MONEYS AND INTEREST IN CASE OF DELAY
The Company shall ensure dispatch of Allotment advice and give benefit to the beneficiary account with
Depository Participants and submit the documents pertaining to the Allotment to the Stock Exchange within 1
(one) Working Day of date of Allotment of Equity Shares.
The Company shall use best efforts to ensure that all steps for completion of necessary formalities for listing and
commencement of trading at EMERGE Platform of NSE (“NSE EMERGE”). where the Equity Shares are
proposed to be listed are taken within 3 (Three) Working Days from Issue Closing Date.
In accordance with the Companies Act, the requirements of the Stock Exchange and the SEBI Regulations, the
Company further undertakes that:
1. Allotment and Listing of Equity Shares shall be made within 3 (three) days of the Issue Closing Date;
2. Giving of Instructions for refund by unblocking of amount via ASBA not later than 2 (two) Working
Days of the Issue Closing Date, would be ensured; and
3. If such money is not repaid within prescribed time from the date our Company becomes liable to repay
it, then our Company and every officer in default shall, on and from expiry of prescribed time, be liable
to repay such application money, with interest as prescribed under the SEBI ICDR Regulations, the
Companies Act and applicable law. Further, in accordance with Section 40 of the Companies Act, 2013,
the Company and each officer in default may be punishable with fine and/or imprisonment in such a
case.
RIGHT TO REJECT APPLICATIONS
In the case of QIB Applicants, the Company in consultation with the Book Running Lead Manager, may reject
Applications provided that the reasons for rejecting the same shall be provided to such Applicant in writing. In
the case of Non-Institutional Applicants, Individual Investors who applied, the Company has a right to reject
Applications based on technical grounds.
INVESTOR GRIEVANCE
In case of any Pre-Issue or Post-Issue related issues regarding share certificates/demat credit/refund
orders/unblocking etc., investors may reach out to the Company Secretary and Compliance Officer. For details of
the Company Secretary and Compliance Officer, please refer to the chapter titled “General Information- Company
Secretary and Compliance Officer” on page 68 of this Prospectus.
In case of any delay in unblocking amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding two Working Days from the Issue Closing Date, the Applicant shall be compensated at a
uniform rate of ₹100 per day for the entire duration of delay exceeding two Working Days from the Issue Closing
Date by the intermediary responsible for causing such delay in unblocking. The Book Running Lead Manager
shall, in its sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay
in unblocking.
IMPERSONATION
Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies
Act, 2013, which is reproduced below:
“Any person who:
(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing
for, its securities; or
(b) makes or abets making of multiple applications to a company in different names or in different
combinations of his name or surname for acquiring or subscribing for its securities; or
319(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him,
or to any other person in a fictitious name,
shall be liable for action under Section 447.”
The liability prescribed under Section 447 of the Companies Act, for fraud involving an amount of at least ₹ 10
Lakhs or 1% of the turnover of the company, whichever is lower, includes imprisonment for a term which shall
not be less than 6 (six) months extending up to 10 (ten) years and fine of an amount not less than the amount
involved in the fraud, extending up to three times such amount (provided that where the fraud involves public
interest, such term shall not be less than three years.) Further, where the fraud involves an amount less than ₹10
Lakhs or 1% of the turnover of the company, whichever is lower, and does not involve public interest, any person
guilty of such fraud shall be punishable with imprisonment for a term which may extend to five years or with fine
which may extend to ₹ 50 Lakhs or with both.
DEPOSITORY ARRANGEMENTS
The Allotment of the Equity Shares in the issue shall be only in a dematerialised form, (i.e., not in the form of
physical certificates but be fungible and be represented by the statement issued through the electronic mode). In
this context, tripartite agreements had been signed amongst our Company, the respective Depositories and the
Registrar to the Issue:
1. Agreement dated April 22, 2024, among NSDL, our Company and the Registrar to the Issue.
2. Agreement dated April 18, 2024, among CDSL, our Company and Registrar to the Issue.
Our Company's equity shares bear an ISIN No. INE0VCK01011.
UNDERTAKINGS BY OUR COMPANY
Our Company undertakes the following:
1. That the complaints received in respect of the Issue shall be attended expeditiously and satisfactorily;
2. That all steps will be taken for completion of the necessary formalities for listing and commencement of
trading on the Stock Exchange where the Equity Shares are proposed to be listed within 3 (three) Working
Days from Issue Closing Date.
3. If our Company does not proceed with the Issue after the Issue Opening Date but before allotment, then
the reason thereof shall be given as a public notice to be issued by our Company within two days of the
Issue Closing Date. The public notice shall be issued in the same newspapers where the pre-Issue and
Price Band advertisements were published. The Stock Exchange on which the Equity Shares are proposed
to be listed shall also be informed promptly;
4. That the funds required for making refunds as per the modes disclosed or dispatch of allotment advice
by registered post or speed post shall be made available to the Registrar and Share Transfer Agent to the
Issue by our Company;
5. Where refunds (to the extent applicable) are made through electronic transfer of funds, suitable
communication shall be sent to the applicant within the time prescribed under applicable law, giving
details of the bank where refunds shall be credited along with the amount and expected date of electronic
credit of refund;
6. That no further Issue of Equity Shares shall be made till the Equity Shares Issued through this Prospectus
are listed or until the Application Monies are refunded on account of non-listing, under subscription etc.;
7. That adequate arrangement shall be made to collect all Applications Supported by Blocked Amount while
finalizing the Basis of Allotment;
3208. If our Company withdraws the Issue after the Issue Closing Date, our Company shall be required to file
a fresh Draft Red Herring Prospectus with the Stock exchange / RoC / SEBI, in the event our Company
subsequently decides to proceed with the Issue;
9. If allotment is not made within the prescribed time period under applicable law, the entire subscription
amount received will be refunded/ unblocked within the time prescribed under applicable law. If there is
delay beyond the prescribed time, our Company shall pay interest prescribed under the Companies Act,
the SEBI Regulations and applicable law for the delayed period;
10. The certificates of the securities/refund orders to Eligible NRIs shall be dispatched within specified time;
and
11. None of the Promoters or directors of the company are a Wilful Defaulter under Section 5(c) of SEBI
ICDR Regulations.
UTILISATION OF NET PROCEEDS
The Board of Directors of our Company certifies that:
1. All monies received out of the Issue shall be credited/ transferred to a separate bank account other than
the bank account referred to in Section 40(3) of the Companies Act;
2. Details of all monies utilized out of the Issue referred above shall be disclosed and continue to be
disclosed till the time any part of the Issue proceeds remains unutilized, under an appropriate head in our
balance sheet of our Company indicating the purpose for which such monies have been utilized;
3. Details of all unutilized monies out of the Issue, if any shall be disclosed under the appropriate separate
head in the balance sheet of our Company indicating the form in which such unutilized monies have been
invested;
4. Our Company shall comply with the requirements of SEBI LODR regulations, in relation to the
disclosure and monitoring of the utilization of the proceeds of the Issue; and
5. Our Company shall not have recourse to the Issue Proceeds until the approval for listing and trading of
the Equity Shares from the Stock Exchange where listing is sought has been received.
The Book Running Lead Manager undertakes that the complaints or comments received in respect of the Issue
shall be attended by our Company expeditiously and satisfactorily.
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321RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated by through the Industrial Policy, 1991 of the Government of
India and Foreign Exchange Management Act, 1999 (“FEMA”). While the Industrial Policy prescribes the limits
and the conditions subject to which foreign investment may be made in different sectors of the Indian economy,
FEMA regulates the precise manner in which such investment may be made. Under the Industrial Policy, unless
specifically restricted, foreign investment is freely permitted in all sectors of Indian economy up to any extent and
without any prior approvals, but the foreign investor is required to follow certain prescribed procedures for making
such investment. The government bodies responsible for granting foreign investment approvals are the Reserve
Bank of India (“RBI”) and Department of Industrial Policy and Promotion, Ministry of Commerce and Industry,
Government of India (“DIPP”). The RBI and the concerned ministries/departments are responsible for granting
approval for foreign investment, where applicable. The Government of India has from time to time made policy
pronouncements on foreign direct investment (“FDI”) through press notes and press releases. The regulatory
framework, over a period of time, thus, consists of acts, regulations, press notes, press releases, and clarifications
among other amendments.
The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, GoI, earlier
known as Department of Industrial Policy and Promotion (“DPIIT”) has issued the Consolidated FDI Policy
Circular of 2020 (“FDI Policy”) by way of circular bearing number DPIIT file number 5(2)/2020-FDI Policy
dated October 15, 2020, with effect from October 15, 2020, which consolidates and supersedes all previous press
notes, press releases and clarifications on FDI issued by DPIIT that were in force and effect as on October 15,
2020.
Pursuant to Press Note No. 3 (2020 Series), dated April 17, 2020, issued by the DPIIT and the Foreign Exchange
Management (Non-debt Instruments) Amendment Rules, 2020, which came into effect from April 22, 2020, any
investment, subscription, purchase or sale of equity instruments by entities of a country which shares land border
with India or where the beneficial owner of an investment into India is situated in or is a citizen of any such
country (“Restricted Investors”), will require prior approval of the Government of India. Further, in the event of
a transfer of ownership of any existing or future FDI in an entity in India, directly or indirectly, resulting in the
beneficial ownership falling within the aforesaid restriction/ purview, such subsequent change in the beneficial
ownership will also require approval of the Government of India. Pursuant to the Foreign Exchange Management
(Non-debt Instruments) (Fourth Amendment) Rules, 2020, a multilateral bank or fund, of which India is a member,
shall not be treated as an entity of a particular country nor shall any country be treated as the beneficial owner of
the investments of such bank of fund in India. Further, in accordance with the amendment to the Companies (Share
Capital and Debentures) Rules, 2014 vide notification dated May 4, 2022 issued by Ministry of Corporate Affairs,
a declaration shall be inserted in the share transfer form stipulating whether government approval shall be required
to be obtained under FEMA (Non-debt Instruments) Rules prior to transfer of shares, as applicable. Each
Applicant must seek independent legal advice about its ability to participate in the Issue. In the event such prior
approval of the Government of India is required, and such approval has been obtained, the Applicant must intimate
our Company and the Registrar to the Issue in writing about such approval, along with a copy thereof within the
Issue Period.
As per the FEMA Non-debt Instruments Rules, 2019 and FDI Policy read with Press Note No. 3(2020 Series),
foreign direct investment in the companies operating in the manufacturing sector is permitted under the automatic
route, wherein there is no requirement of getting approval from the Government of India. The approval is subject
to compliance with the prescribed conditions and is provided for the sectors apart from the prohibited sectors.
Further, investments under the foreign direct investment route by entities of a country which shares land border
with India or where the beneficial owner of an investment into India is situated in or is a citizen of any such
country will require prior approval of the Government of India.
Transfer of shares between an Indian resident and a non-resident does not require the prior approval of the RBI,
provided that (i) the activities of the investee company are under the automatic route under the FDI Circular and
transfer does not attract the provisions of the SEBI Takeover Regulations; (ii) the non-resident shareholding is
within the sectoral limits under the FDI Circular; and (iii) the pricing is in accordance with the guidelines
prescribed by the SEBI/RBI.
In terms of the FEMA Rules and the FDI Policy, up to 100% foreign investment is currently permitted in a
company engaged in providing air transport services. Further, in terms of the FEMA Rules and the FDI Policy,
322up to 100% foreign investment under the automatic route is permitted in a company engaged in providing non-
scheduled air transport services (such as our Company). Accordingly, foreign investment in our Company is
permitted up to 100% under the automatic route. With effect from April 1, 2020, the aggregate limits for FPI
investments are the sectoral caps applicable to our Company. Each Bidder should seek independent legal advice
about its ability to participate in the Issue. In the event such prior approval of the Government of India is required,
and such approval has been obtained, the Bidder shall intimate our Company and the Registrar in writing about
such approval along with a copy thereof within the Bid/Issue Period.
Under the current FDI Policy of 2017, foreign direct investment in micro and small enterprises is subject to
sectoral caps, entry routes and other sectoral regulations. At present 100 % foreign direct investment through
automatic route is permitted in the sector in which our Company operates. Therefore, applicable foreign
investment up to 100% is permitted in our company under automatic route.
As per the existing policy of the Government of India, OCBs cannot participate in this Issue.
The Equity Shares offered in the Issue have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the “U.S. Securities Act”), or any other applicable law of the United States and,
unless so registered, may not be offered or sold within the United States, except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and the
applicable state securities laws. Accordingly, the Equity Shares are being offered and sold (i) within the
United States only to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule
144A under the U.S. Securities Act) under Section 4(a) of the U.S. Securities Act, and (ii) outside the United
States in offshore transactions as defined in and in compliance with Regulation S under the U.S. Securities
Act and the applicable laws of the jurisdiction where those offers and sales are made. There will be no
public offering of Equity Shares in the United States.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except
in compliance with the applicable laws of such jurisdiction.
The above information is given for the benefit of the Applicants. Our Company and the Book Running
Lead Manager are not liable for any amendments or modification or changes in applicable laws or
regulations, which may occur after the date of this Prospectus. Applicants are advised to make their
independent investigations and ensure that the number of Equity Shares they apply for in the Issue does
not exceed the applicable limits under applicable laws or regulations.
For further details, see “Issue Procedure” on page 283 of this Prospectus.
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323SECTION XI - DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF
ASSOCIATION
THE COMPANIES ACT, 2013
THE COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
FLYSBS AVIATION LIMITED
The following regulations comprised in these Articles of Association were adopted pursuant to members’
resolution passed at the Extra Ordinary General Meeting of the Company held on August 31, 2024 in substitution
for, and to the entire exclusion of, the earlier regulations comprised in the extant Articles of Association of the
Company.
The regulations contained in Table F in Schedule I to the Companies Act, 2013, as amended from time to time,
shall apply to the Company and constitute its regulations to the extent that they are applicable to public companies
save and except in so far as they are inconsistent or specifically excluded hereunder or modified or altered by
these Articles of Association.
Table F 1 (a) The regulations contained in Table F in Schedule I to the Companies
Act, 2013, as amended from time to time, shall apply to the Company
and constitute its regulations to the extent that they are applicable to
public companies save and except in so far as they are inconsistent or
specifically excluded hereunder or modified or altered by these Articles
of Association.
Company to be (b) The regulations for the management of the Company and for the
governed by observance of the Members thereof and their representatives shall be
these Articles such as are contained in these Articles of Association subject, however,
to the exercise of the statutory powers of the Company in respect of
repeal, additions, alterations, substitution, modifications and variations
thereto by Special Resolution as prescribed by the Companies Act,
2013.
DEFINITIONS
Interpretation 2 In the interpretation of these Articles, the following words and
Clause expressions shall have the meanings unless repugnant to the subject or
context:
“The Act” (a) means the Companies Act, 2013 as modified from time to time, and
shall include the Rules;
“Articles” or (c) means these Articles of Association as originally formed or as altered
“these presents” from time to time;
“Beneficial (d) means a person or persons whose name(s) are recorded as such with a
Owner” depository;
“Board” or (e) the board of Directors of the Company for the time being and shall
“Board of include committee thereof;
Directors”
“Body (f) includes a company incorporated outside India, but does not include
Corporate” or (i) a co –operative society registered under any law relating to co-
“Corporation” operative societies; and
(ii) any other body corporate which the Central Government may, by
notification in the Official Gazette specify in this behalf;
“The Company” (g) means “FlySBS Aviation Limited”;
324or “this
Company”
“Chairperson” (h) includes Chairman;
“Company (i) shall have the meaning assigned thereto by the Act;
Secretary or
Secretary”
“Debenture” (j) includes debenture stock, bonds or any other instrument of a Company
evidencing a debt, whether constituting a charge on the assets of the
company or not;
“Depositories (k) means the Depository Act, 1996 and includes any statutory modification
Act” or re-enactment thereof from time to time;
“Depository” (l) means a company formed and registered under the Act and which has
been granted a certificate of registration under sub-section (1A) of
Section 12 of the Securities and Exchange Board of India Act, 1992;
“Directors” (m) means Director appointed to the Board of the Company;
“Dividend” (n) includes interim dividend;
“Document” (o) includes summons, notice, requisition, order, declaration, form and
register, whether issued, sent or kept in pursuance of this Act or under
any other law for the time being in force or otherwise, maintained on
paper or in electronic form;
“Financial (p) shall have the meaning ascribed to it in Section 2(40) of the Act;
Statements”
“Financial Year” (q) means the period ending on the 31st March of every year;
“General (r) shall mean a meeting of the members including an Annual General
Meeting” Meeting or an Extra ordinary general meeting as the context may require
at the intervals and accordance with the provisions of the Act;
“Independent (s) shall have the meaning as ascribed to it in the Act;
Director”
“Key Managerial (t) shall have the meaning ascribed to it in the Act;
Personnel”
“Lien” (u) includes any right, title or interest existing or created or purporting to
exist or to be created by way of or in the nature of pledge, hypothecation,
license, hire-purchase, lease, mortgage, charge, co-ownership,
attachment, claim, security interest, mortgage, security agreement,
option, encumbrance, or restriction on voting, or the process of any
court, tribunal or other authority, or any statutory liabilities which are
recoverable by sale of property, or any other third party rights or
encumbrances generally;
“Manager” (v) shall have the meaning assigned thereto by the Act;
“Managing (w) shall have the meaning assigned thereto by the Act;
Director”
“Member” (x) means the duly registered holder from time to time of the shares of the
Company and includes the subscribers to the memorandum of the
Company or a Beneficial Owner, and in case of shares held in a
Depository, the beneficial owners whose names are recorded with such
Depository.
“National (y) means and includes a day declared as National Holiday by the Central
Holiday” Government;
“Officer” (z) shall have the meaning assigned thereto by the Act;
“Ordinary or (za) shall have the meaning assigned thereto under Section 114 of the Act;
Special
Resolution”
“Register” or (zb) means the register of members of the Company to be kept pursuant to
Register of Section 88 of the Act including the Register of member/ Beneficial
Member Owner maintained by the depositories for shares held in demat mode;
“Registered (zc) means the registered office of the Company for the time being;
325Office” or
“Office”
“Registrar” (zd) means the Registrar of Companies, having jurisdiction over the
Company pursuant to the Act;
“Seal” (ze) means the common seal of the Company for the time being;
“Securities” (zf) means the securities as defined in clause (h) of section 2 of the Securities
Contract (Regulation) Act, 1956;
“Written” or In (zg) shall include e-mail, and any other form of electronic transmission;
writing”
“Words and (zh) Subject as aforesaid, any words and expressions defined in the said Act
expressions as modified upto the date on which these Articles become binding on
defined in the the Company shall, except where the subject or context otherwise
Companies Act, requires, bear the same meanings in these Articles;
2013”
SHARE CAPITAL
Authorised Share 3 The authorised share capital of the Company shall be such amount as
Capital set out in Clause V of the Memorandum of Association of the Company
with power to Board of Directors to reclassify, subdivide, consolidate
and increase and with power from time to time, to issue any shares of
the original capital or any new capital with and subject to any
preferential, qualified or special rights, privileges, or conditions as may
be thought fit and upon the sub-division of shares to apportion the right
to participate in profits, in any manner as between the shares resulting
from sub-division.
Increase of 4 The Company in General Meeting may from time to time increase the
Capital capital by the creation of new shares, such increase to be of such
aggregate amount and to be divided into shares of such respective
amounts as the resolution shall prescribe. Subject to the provisions of
the Act any shares of the original or increased capital shall be issued
upon such terms and conditions and with such rights and privileges
annexed thereto, as the General Meeting resolving upon the creation
thereof, shall direct, and if no direction be given, as the Directors shall
determine, and in particular such shares may be issued with a
preferential, qualified or variable right to dividends, distribution of
assets and/ or voting rights at General Meetings of the Company in
conformity with the provisions of the Act.
Preference 5 Subject to the provisions of the Act, the Company shall have power to
Shares issue any kind of preference shares with a right to vary, modify and alter
thereafter, on such terms and conditions and be redeemed in such
manner including by conversion into shares, as provided under the Act
Reduction of 6 The Company may (subject to the provisions of the Act) from time to
Capital time reduce its Capital or Capital Redemption Reserve Account or
Securities Premium Account in any manner for the time being
authorised by Law and, in particular, Capital maybe paid off on the
footing that it may be called up again or otherwise. This Article is not
to derogate any power, that the Company would have, but for this
Article. The Company shall also have the power to utilize the general
and such other reserves permitted by the Act, at the time of reduction of
Capital, in such manner as it deems fit.
Subdivision, 7 Subject to the provisions of the Act, the Company in General Meeting,
consolidation, may from time to time, sub-divide or consolidate or reclassify its Shares,
reclassification or any of them, convert all or any of its fully paid‐up Shares into stock,
and cancellation and reconvert that stock into fully paid‐up Shares of any denomination,
of shares and the resolution whereby any Share is subdivided may determine that,
as between the holders of the Shares resulting from such sub-division
one or more of such Shares shall have some preference or special
326advantage as regards dividend, Capital or otherwise over or as compared
with others or other, subject as aforesaid, the Company in General
Meeting may also cancel Shares which have not been taken or agreed to
be taken by any person and diminish the amount of its share capital by
the amount of the Shares so cancelled.
Modification of 8 Whenever the Capital is divided into different classes of Shares, all or
rights any of the rights and privileges attached to each class may be modified,
commuted, effected or abrogated or dealt with, in accordance with the
provisions of the Act.
Issue of ADRs or 9 The Company shall, subject to the applicable provisions of the Act and
GDRs in compliance with all the applicable Laws and consent of the
shareholder/Board, have the power to issue American Depository
Receipts (ADRs) or Global Depository Receipts (GDRs) on such terms
and in such manner as the Board deems fit including their conversion
and repayment. Such terms may include at the discretion of the Board,
limitations on voting by holders of ADRs or GDRs, including without
limitation, exercise of voting rights in accordance with the directions of
the Board and applicable Laws.
SHARES AND CERTIFICATES
Dematerialisation 10 The Company shall be entitled to dematerialise its Securities pursuant
of Securities to the Depositories Act, 1996, and to offer its Securities for issue in
dematerialised form.
Securities to be 11 All the Securities in the capital of the Company, other than those held
numbered in dematerialised form, shall be numbered consecutively in the
progressively respective class of Securities.
Further issue of 12 (a) Where at any time, the Company has proposed to increase the
Securities subscribed capital by allotment of further Securities, whether out of
unissued share capital, or out of increased share capital, then such
further Securities, shall be offered in compliance with the provisions of
the Act and any other Law for the time being in force.
(b) The Company shall, subject to the applicable provisions of the Act,
compliance with applicable provisions of other Laws for the time being
in force and with the consent of the shareholders/Board, as the case may
be, have the power to issue securities on such terms and in such manner
as the shareholders/Board deems fit
Securities under 13 Subject to the provisions of the Act and these Articles, the Securities
control of shall be under the control of the Board of Directors who may issue, allot
Directors or otherwise dispose off the same or any of them to such persons in such
proportion and on such terms and conditions and at such times as the
Board thinks fit and with full power to give any person the option to call
or be allotted Securities of the Company of any class, either at a
premium or at par and for such time and for such consideration as the
Board of Directors think fit, provided that option or right to call of
Securities shall not be given to any person except with the sanction of
the Company in General Meeting.
13a The Board may grant permission for Sub-Division/Consolidation of
Share Certificates.
Certificate of 14 Subject to the restriction on issue /holding/transfer of Securities in
Securities physical form by Securities Exchange Board of India (“SEBI”) or any
other regulator or any other Law for the time being in force, every
Member or allottee of Securities shall be entitled:
(a) to receive one certificate for all of his Securities within one month from
the date of application for registration of transfer or two months from
the date of allotment (or within such other period as the conditions of
issue shall provide) without payment; or
(b) to receive several certificates each for market lots of Securities held by
(i) any Member, specifying the name of the person in whose favour it is
327issued, the Securities to which it relates and the amount paid-up thereon,
upon payment of hundred rupees for each certificate after the first such
certificate which shall be issued only in pursuance of a resolution passed
by the Board, and on surrender to the Company of the letter of allotment,
or the fractional coupons of requisite value, save in cases of issues
against letter of acceptance or of renunciation or in case of issue of
bonus shares. Every such certificate shall be signed as per the provisions
of the Act. Particulars of every certificate issued shall be entered in the
respective statutory Register against the name of the person to whom it
has been issued indicating the date of issue.
(b) Any two or more joint allottee of Security shall, for the purpose of this
(ii) Article, be treated as single Member, and the certificate of any Security,
which may be the subject of joint ownership, may be delivered to
anyone of such joint owners on behalf of all of them.
(c) A Director may sign a security certificate by affixing his signature
thereon by means of any machine, equipment or other mechanical
means, such as engraving in metal but not by means of a rubber stamp,
provided that the Director shall be responsible for the safe custody of
such machine, equipment or other material used for the purpose.
Renewal of share 15 Subject to the restriction on issue /holding/transfer of Shares in physical
Certificate form by SEBI or any other regulator or any other Law for the time being
in force
(a) No certificate of any Shares shall be issued either in exchange for those
which are sub-divided or consolidated into marketable lots or in
replacement of those which are defaced, torn or old, decrepit, worn out,
or whether the cages on the reverse for recording transfers have been
fully utilised unless the certificate in lieu of which it is issued is
surrendered to the Company.
(b) When a new share certificate is issued in pursuance of clause (a) of this
Article, it shall state on the face of it and against the stub or counterfoil
that it is issued in lieu of shares certificate no. ________ sub-divided /
replaced / or consolidation of Shares.
(c) If a share certificate is lost or destroyed, a new certificate in lieu thereof
shall be issued only with the prior consent of the Board and on such
terms, if any, as to evidence and indemnity as to the payment of out of
pocket expenses incurred by the Company in investigating evidence, as
the Board thinks fit, and on payment of a fee of twenty rupees for each
of such certificates.
(d) When a new share certificate is issued in pursuance of clause (c) of this
Article, it shall state on the face of it and against the stub or counterfoil
that it is a duplicate issued in lieu of share certificate no._____. The
word 'Duplicate' shall be stamped or punched in bold letters across the
face of the share certificate.
(e) Where a new share certificate is issued pursuance of clause (a) or clause
(c) of this Article, particulars of every such share certificate shall be
entered in a Register of Renewed and Duplicate Certificates indicating
against the names of the persons to whom the certificate is issued the
number and date of issue of the share certificate in lieu of which the
new certificate is issued, and the necessary changes indicated in the
Register of Members by suitable cross reference in the 'Remarks'
column.
(f) All blank forms to be issued for issue of share certificates shall be
printed and the printing shall be done only on the authority of a
resolution of the Board. The blank forms shall be consecutively machine
numbered and the forms and the blocks, engravings, facsimiles and hues
relating to the printing of such forms shall be kept in the custody of the
Secretary or of such other person as the Board may appoint for the
328purpose; and the Secretary or the other person aforesaid shall be
responsible for rendering an account of these forms to the Board.
(g) The Company Secretary or a Director specifically authorised for this
purpose shall be responsible for maintaining all books and documents
relating to issue of share certificates including blank forms as referred
to in sub-clause (f) above.
(h) All books referred to in sub-clause (g) shall be preserved in line with
requirement of the Act.
The first named 16 If any Security stands in the names of two or more persons, the person
of Joint holders first named shall as regards receipts of dividends or bonus or service of
deemed sole notices and all or any other matter connected with the Company, except
holder for transfer of the Securities, be deemed the sole holder thereof, but the
joint holders of a Securities shall severally as well as jointly, be liable
for the payment of all instalments and calls due in respect of such
Securities and for all incidents thereof according to the companies
regulations in these Articles.
Company not 17 Except as ordered by a court of competent jurisdiction, or as required
bound to by Law required, the Company shall not be bound to recognise any
recognize any equitable, contingent, future or partial interest in any Share, or (except
interest in only as is by these Articles otherwise expressly provided) any right in
Securities other respect of a Security other than an absolute right thereto in accordance
than that of with these Articles, in the person from time to time registered as the
registered holder holder thereof but the Board shall be at liberty at their sole discretion to
register any Security in the joint names of any two or more persons or
the survivor or survivors of them.
Right of 18 Subject to the provisions of Section 72 of the Act, every holder of
nomination Securities, the Company may, at any time, nominate a person to whom
his Securities, of the Company shall vest in the event of his death.
Limitation of 19 The Company shall deliver the certificates of all Securities within,
time for issue of (a) two months from the date of allotment of shares
certificates (b) one month after the application for transfer of registration is received
by the Company.
(c) six months from the date of allotment of any Debenture.
Where the Securities are dealt with in a Depository, the Company shall
intimate the details of allotment of Securities to Depository immediately
on allotment of such Securities.
BUY BACK OF SHARES
Buy-back of 20 (a) The Company may buy-back its own Shares or other specified securities
Shares subject to the approval of the shareholders in a General Meeting by a
Special Resolution and in accordance with the provisions of the Act
and the regulations framed in this regard by the SEBI, and in
accordance with any other applicable Law or regulation for the time
being in force
(b) The Shares or other specified securities so bought shall be dealt with in
such manner as may be decided by the Board, subject to the regulations
made by SEBl or such other regulatory authorities.
UNDERWRITING AND BROKERAGE
Payment of 21 Subject to the provisions of the Act, the Company may at any time pay
Commission a commission to any person in consideration of his subscribing or
agreeing to subscribe (whether absolutely or conditionally) for any
securities of the Company or procuring or agreeing to procure
subscriptions (whether absolute or conditional) for any securities of the
Company.
Brokerage 22 The Company may pay a reasonable sum for brokerage as may be
determined by the Board.
CALLS
Power to make 23 (a) (i) The Board may, from time to time, make calls upon the Members in
329calls respect of any monies unpaid on their Shares (whether on account of
the nominal value of the Shares or by way of premium) and not by
the conditions of allotment thereof made payable at fixed times:
Provided that the call money and intervals between calls shall be at the
discretion of the Board or a Committee of the Board.
(a) (ii) Each Member shall, subject to receiving at least fourteen days’ notice
specifying the time, place and mode of payment, pay to the Company,
as specified, the amount called on his Shares
(a) (iii) A call may be revoked or postponed at the discretion of the Board.
(b) A call shall be deemed to have been made at the time when the
resolution of the Board authorising the call was passed and may be
required to be paid by instalments.
(c) The joint holders of a Share shall be jointly and severally liable to pay
all calls in respect thereof.
(d)(i) If a sum called in respect of a Share is not paid before or on the day
appointed for payment thereof, the person from whom the sum is due
shall pay interest thereon from the day appointed for payment thereof,
to the time of actual payment at ten per cent per annum or at such lower
rate, if any, as the Board may determine.
(d)(ii) The Board shall be at liberty to waive payment of any such interest
wholly or in part.
(e)(i) Any sum which by the terms of issue of a Share becomes payable on
allotment or at any fixed date, whether on account of the nominal value
of the Share or by way of premium, shall, for the purposes of these
regulations, be deemed to be a call duly made and payable on the date
on which by the terms of issue such sum becomes payable.
(e)(ii) In case of non-payment of such sum, all the relevant provisions of these
regulations as to payment of interest and expenses, forfeiture or
otherwise shall apply as if such sum had become payable by virtue of a
call duly made and notified.
(f) The Board may, if it thinks fit, receive from any Member willing to
advance the same, all or any part of the monies uncalled and unpaid
upon any Shares held by him.
LIEN
Company to have 24 The Company shall have a first and paramount lien upon all the Shares
lien on Shares (other than fully paid up Shares) registered in the name of each Member
(whether solely or jointly with others) and upon the proceeds of sale
thereof, for all moneys (whether presently payable or not) called or
payable at a fixed time in respect of such Shares and no equitable
interest in any Shares shall be created except upon the footing and upon
the condition that this Article will have full effect. And such lien shall
extend to all dividends payable and bonuses declared from time to time
in respect of such Shares and shall operate as a waiver of the Company’s
lien if any, on such Shares. The Board may, however, at any time,
declare any Share to be exempt, wholly or partially from the provisions
of this Article.
24a The fully paid shares shall be free from all lien and that in case of partly
paid up shares the issuer’s lien shall be restricted to moneys called or
payable at a fixed time in respect of such shares
As to enforcing 25 For the purpose of enforcing such lien, the Board may sell the Share in
lien by sale such manner as they shall think fit, and for that purpose may cause to
be issued a duplicate certificate in respect of such Shares and may
authorise one of their member to execute a transfer thereof on behalf of
and in the name of such Member. No sale shall be made until such
period as aforesaid shall have arrived, and until notice in writing of the
intention to sell shall have been served on such Member or his
representatives and default shall have been made by him or them in
330payment, fulfilment or discharge of such debts, liabilities or
engagements for fourteen days after such notice.
Application of 26 The net proceeds of any such sale shall be received by the Company
proceeds of sale and applied in or towards payment of such part of the amount in respect
of which the lien exists as is presently payable and the residue, if any,
shall (subject to a like lien for sums not presently payable as existed
upon the Shares before the sale) be paid to persons entitled to the Shares
at the date of the sale.
FORFEITURE OF SHARES
If money payable 27 If any Member fails to pay any call or instalment of a call on or before
on Shares not the day appointed for the payment of the same or any such extension
paid notice to be thereof as aforesaid, the Board may at any time thereafter, during such
given to Member time as the call of instalment remains unpaid, give notice to him
requiring him to pay the same together with any interest that may have
accrued and all expenses that may have been incurred by the Company
by reason of such non-payment.
Form of notice 28 The notice shall name a day (not being less than fourteen days from the
date of the notice), and a place or places, on, and at which such call or
instalment, and such interest thereon at such rate as the Directors shall
determine from the day on which, such call or instalment ought to have
been paid and expenses aforesaid is to be paid. The notice shall also
state that, in the event of the non- payment at or before the time and at
the place appointed, the Shares in respect of which the call was made or
instalment is payable, will be liable to be forfeited.
In default of 29 If the requirements of any such notice as aforesaid shall not be complied
Payment Shares with, every or any Share in respect of which such notice has been given,
to be forfeited may at any time thereafter before payment of all calls or instalments,
interests and expenses due in respect thereof, be forfeited by a resolution
of the Board to that effect. Such forfeiture shall include all dividends
declared or any other moneys payable in respect of the forfeited Share
and not actually paid before the forfeiture.
Notice of 30 When any Share shall have been so forfeited, notice of the forfeiture
forfeiture to a shall be given to the Member in whose name it stood immediately prior
Member to the forfeiture, and an entry of the forfeiture, with the date thereof,
shall forthwith be made in the Register of Members, but no forfeiture
shall be in any manner invalidated by any omission or neglect to give
such notice or to make any such entry as aforesaid.
Forfeited share to 31 Any Share so forfeited shall be deemed to be the property of the
be property of the Company, and may be sold, re-allotted, or otherwise disposed of, either
company and to the original holder thereof or to any other person, upon such terms
may be sold etc. and in such manner as the Board shall think fit.
Member still 32 Any Member whose Shares have been forfeited shall notwithstanding
liable to pay the forfeiture, be liable to pay and shall forthwith pay to the Company,
money owing at on demand, all calls, instalments, interest and expenses owing upon or
the time of in respect of such Shares at the time of the forfeiture, together with
forfeiture and interest thereon from the time of the forfeiture until payment at such rate
Interest as the Board may determine, and the Board may enforce the payment
thereof, as it thinks fit.
Effect of 33 The forfeiture of a Share shall involve extinction, at the time of the
forfeiture forfeiture, of all interest in, and all claims and demands against the
Company, in respect of the Share and all other rights incidental to the
Share.
Evidence of 34 A declaration in writing that the declarant is a director, the manager or
forfeiture Secretary of the Company and that a Share in the Company has been
duly forfeited in accordance with these Articles on a date stated in the
declaration, shall be conclusive evidence of the facts therein stated as
against all persons claiming to be entitled to the Share.
331Validity of sale 35 Upon any sale after forfeiture, or for enforcing a lien in purported
under Articles 24 exercise of the powers hereinbefore given, the Board may appoint some
and 30 person to execute any instrument of transfer of the Shares sold and cause
the purchaser's name to be entered in the Register of Member in respect
of the Shares sold and the purchaser shall not be bound to see to the
regularity of the proceedings, or to the application of the purchase
proceedings, or to the application of the purchase money, and after his
name has been entered in the Register of Member in respect of such
Shares, the validity of the sale shall not be impeached by any person and
the remedy of any person aggrieved by the sale shall be in damages only
and against the Company exclusively.
Cancellation of 36 Upon any sale, re-allotment or other disposal under the provisions of
share certificates the preceding Articles, the certificate or certificates originally issued in
in respect of respect of the relative Shares shall (unless the same shall on demand by
forfeited Shares the Company have been previously surrendered to it by the defaulting
Member) stand cancelled and become null and void and of no effect,
and the Directors shall be entitled to issue a duplicate certificate or
certificates in respect of the said Shares to the person or persons entitled
thereto.
Power to annul 37 The Board may at any time before any Share so forfeited shall have been
forfeiture sold, re-allotted or otherwise disposed of, annul the forfeiture thereof
upon such conditions as it thinks fit.
TRANSFER AND TRANSMISSION OF SHARES
Transfer books 38 Pursuant to provisions of the Act, the Board shall have the power, after
and Register of giving not less than seven day's previous notice by advertisement in the
Members when principal vernacular language in a vernacular newspaper and in English
closed language in atleast one English newspaper circulating in the district in
which the Office of the Company is situated, to close the Register of
Members or Register of Debenture holders at such times and for such
period or periods, not exceeding thirty days at a time and not exceeding
in the aggregate forty five days in each year.
38a The registration of transfer shall not be refused on the ground of the
transferor being either alone or jointly with any other person or persons
indebted to the issuer on any account whatsoever.
38b A common form of transfer shall be used.
Death of one or 39 In the case of the death of any one or more of the joint holders of any
more Joint Share, the survivor or survivors shall be the only persons recognised by
holders of Shares the Company as having any title to or interest in such Share, but nothing
herein contained shall be taken to release the estate of a deceased joint
holder from any liability on Shares held by him jointly with any other
person.
Title of Shares of 40 In case where nominee is not appointed by a Member under the
deceased provisions of the Act, then the executors or administrators or holders of
Members a succession certificate or the legal representatives of a deceased
Member (not being one or two or more joint holders) shall be the only
persons recognised by the Company as having any title to the Shares
registered in the name of such Member, and the Company shall not be
bound to recognise such executors or administrators or holders of a
succession certificate or the legal representatives unless such executors
or administrators or legal representatives shall have first obtained
probate or letters of administration or succession certificate, as the case
may be from a duly constituted Court in the Union of India ;
Registration of 41 Subject to the provisions of the Act and the provisions of this Articles,
persons entitled any person becoming entitled to Shares in consequence of the death,
to Shares lunacy or insolvency of any Member, or by any lawful means other than
otherwise than by by a transfer in accordance with these Articles, may upon such evidence
transfer being produced as may from time to time properly be required by the
332Board and subject as hereinafter provided, elect either-,
(a) To be registered himself as holder of the Share; or
(b) To make such transfer of the Share as the deceased, lunatic or insolvent
Member could have made.
42 The Board shall, in either case, have the same right to decline or suspend
registration as it would have had, if the deceased, lunatic or insolvent
Member had transferred the Share before his death, lunacy or
insolvency.
Persons entitled 43 A person entitled to a Share by transmission shall, subject to the right
may receive of the Board to retain such dividends or money, be entitled to receive,
dividend without and may give discharge for, any dividends or other monies payable in
being registered respect of the Shares.
as Member
BORROWING POWERS
Power to borrow 44 Subject to all the applicable provisions of the Act, the Board may, from
time to time, at its discretion, by a resolution passed at a meeting of the
Board, accept deposits from Members either in advance of calls or
otherwise and generally raise or borrow or secure the payment of any
sum or sums of money for the purposes of the Company. Provided,
where the moneys to be borrowed together with the moneys already
borrowed (apart from temporary loans obtained from the Company's
bankers in the ordinary course of business) exceed the aggregate of the
Paid-up Capital of the Company and its free reserves (not being reserves
set apart for any specific purpose), securities premium, the Board shall
not borrow such moneys without the consent of the Company in General
Meeting.
Payment or 45 Subject to the provisions of the Article 44 hereof, the payment or re-
repayment of payment of moneys borrowed as aforesaid may be secured in such
moneys manner and upon such terms and conditions in all respects as the
borrowed resolution shall prescribe, including by the issue of Debentures,
Debenture-stock and other securities of the Company charged upon all
or any part of the property of the Company (both present and future),
including its uncalled Capital for the time-being, and Debentures,
Debenture-stock and other securities may be made assignable, free from
any equities between the Company and the person to whom the same
may be issued.
Form of Issue of 46 Subject to the provisions of the Act, and subject to approval of the
Debentures shareholders by way of necessary resolution, any Debentures,
Debenture-stock or other securities may be issued, by the Company at a
discount, premium or otherwise, and may be issued on the condition that
they shall be convertible into Shares of any denomination, and with any
privileges and conditions as to redemption, surrender, drawings,
allotment of Shares and attending (but not voting) at General Meetings,
appointment of Directors, and otherwise.
CONVERSION OF SHARES INTO STOCK AND RECONVERSION
Share may be 47 The Company, in General Meeting may convert any Paid-up Shares into
converted into stock, and when any Shares shall have been converted into stock, the
Stock several holders of such stock may thenceforth transfer their respective
interest therein, or any part of such interest, in the same manner, and
subject to the same regulations as, and subject to which Shares from
which the stock arise might have been transferred, if no such conversion
had taken place, or as near thereto as circumstances will admit. The
Company may at any time reconvert any stock into Paid-up Shares of
any denomination.
Rights of Stock- 48 The holders of stock shall, according to the amount of stock held by
holders them, have the same rights, privileges and advantages as regards
dividends, voting at meeting of the Company, and other matters, as if
333they held the Shares from which the stock arose, but no such privilege
or advantage (except participation in the dividends and profits of the
Company and in the assets of winding-up) shall be conferred by an
amount of stock which would not, if existing in Shares, have conferred
that privilege or advantage.
MEETINGS OF MEMBERS
Annual General 49 The Company shall in each year hold a General Meeting as its Annual
meeting General Meeting in addition to any other meetings in that year. All
General Meetings other than Annual General Meetings shall be called
Extraordinary General Meetings. Annual General Meeting of the
Company shall be held within six months after the expiry of each
financial year, provided that not more than fifteen months shall lapse
between the date of one Annual General Meeting and that of the next.
Nothing contained in the foregoing provisions shall apply in case the
registrar of companies extends the time period for holding the Annual
General Meeting under the Act.
Extra-ordinary 50 The Board may, whenever it thinks fit, call an Extraordinary General
General meeting Meeting, or it shall do so upon a requisition in writing by any Member
or Members holding in the aggregate not less than one-tenth of the Paid-
Up Capital as at that date, carries the right of voting in regard to the
matter in respect of which the requisition has been made.
Requisition of 51 Any valid requisition so made by Members must state the object or
Members to state objects of the meeting proposed to be called, and must be signed by the
object of meeting requisitionists and be deposited at the Office, provided that such
requisition may consist of several documents in like form, each signed
by the requisitionists.
On receipt of 52 Upon the receipt of any such requisition, the Board shall forthwith call
requisition an Extraordinary General Meeting, and if they do not proceed within
Directors to call twenty-one days from the date of the valid requisition being deposited
meeting, and in at the Office to cause a meeting to be called on a day not later than forty-
default five days from the date of deposit of the requisition, the requisitionists,
requisitionists may themselves call the meeting in accordance with the Act, and the
may do so meeting so called shall be held within three months from the date of the
delivery of the requisition as aforesaid.
Meeting called by 53 Any meeting called under the foregoing Articles by the requisitionists
requisitionists shall be called in the same manner, as nearly as possible, as that in which
meetings are to be called by the Board. The meeting called by
requisitionists cannot be held on a national holiday.
Twenty-one 54 General meeting of a Company may be called by giving not less than
days’ notice of twenty-one day’s notice either in writing, or through electronic mode,
meetings to be in accordance with the provisions of the Act. Provided that a General
given Meeting may also be called by giving shorter notice if the consent of the
Members, either in writing, or in electronic mode, is obtained as per the
provisions of the Act.
Omission to give 55 The accidental omission to give any such notice as aforesaid to any of
notice not to the Members, or the non-receipt thereof, shall not invalidate any
invalidate a resolution passed at any such meeting.
resolution passed
Meeting not to 56 No General Meeting, Annual or Extraordinary, shall be competent to
transact business discuss or transact any business which has not been mentioned in the
not mentioned in notice or notices upon which it was convened.
Notice
Quorum at 57 The quorum for any of the General Meetings shall be as specified in the
General meeting Act.
Body Corporate 58 A body corporate being a Member shall be deemed to be personally
deemed to be present if it is represented in accordance with the provisions of the Act.
334personally
present
If Quorum not 59 If the requisite quorum in conformity with Article 57 is not present
present, meeting within half an hour from the time appointed for holding a meeting of the
to be dissolved or Company, then:
adjourned
(a) (i) the meeting shall stand adjourned to the same day next week at the same
time and same place, or to such other date and such other time and place
as the board may determine; or
(a) (ii) the meeting if called by the requisitionists shall stand cancelled.
(b) If at the adjourned meeting also, the quorum is not present within half
an hour from the time appointed for holding meeting, then the Members
present shall be the quorum for the purpose of conducting the meeting.
Chairman of 60 The Chairman (if any) of the Board shall be entitled to take the chair at
General Meeting every General Meeting, whether Annual or Extraordinary. If there is no
such Chairman of the Board, or if at any meeting he is not present within
fifteen minutes of the time appointed for holding such meeting, or if he
shall be unable or unwilling to take the chair, then the Managing
Director/ Whole-Time Director shall be entitled to take the chair, and
failing him the Directors present may choose one of their Member to be
the Chairman of the Meeting. If no Director be present, or if all the
Directors present decline to take the chair, then the Members present
shall elect one of their number to be the Chairman by way of show of
hands/poll (in compliance with the relevant provisions of the Act) as the
case may be.
Business 61 No business shall be discussed at any General Meeting except the
confined to election of a chairman while the chair is vacant.
election of
Chairman while
chair vacant
Chairman with 62 The Chairman with the consent of the Members may adjourn any
consent may meeting from time to time, and from place to place, but no business shall
adjourn meeting be transacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place.
Questions at 63 The resolutions proposed to the Members for their approval will be
General Meeting voted upon as per the provisions prescribed for voting under the Act.
how decided Election of Chairman at the meeting or adjournment of meeting as
allowed in the Act, shall be voted upon as per the provisions of the Act.
Chairman's 64 Chairman’s vote, if he is also a Member, shall be construed as casting
casting vote vote, in case of equality of votes in respect of any business transacted at
a General Meeting, as per the provisions of the Act.
VOTE OF MEMBERS
Members in 65 No Member shall be entitled to vote, either personally or by proxy, at
arrears not to vote any General Meeting of a class of shareholders (including remote e-
voting), in respect of any Shares registered in his name on which any
calls or other sums presently payable by him have not been paid, or in
regard to which the Company has exercised any right of lien.
Electronic voting 66 The Company shall provide electronic voting facility for the
shareholders in terms of the Act and rules, with respect to all the General
Meetings and voting by postal ballot. A Member may exercise his vote
at a meeting by electronic means in accordance with applicable
provisions of the Act.
Number of votes 67 Subject to the provisions of these Articles and without prejudice to any
to which Member special privileges or restrictions on voting for the time being attached to
entitled any class of Shares for the time being forming part of the Capital of the
Company, every Member, not disqualified by Article 65 shall be entitled
to be present in person and the voting right of every Member present in
335person or by proxy shall be in proportion to his Share of the Paid-Up
equity share capital of the Company which is each share shall carry one
vote..
Casting of votes 68 A Member entitled to more than one vote, or his proxy or other person
by a Member entitled to vote for him, as the case may be, need not, if he votes, use all
entitled to more his votes, or cast in the same way all the votes he uses. The right to
than one vote exercise such voting shall be subject to the facility of the e-voting
agency (that the company appoints for the General Meeting) providing
the facility for electronic voting.
Votes of joint 69 If there be joint registered holders of any Shares, any one of such
Members persons may vote at any meeting, or may appoint another person
(whether a Member or not) as his proxy in respect of such Shares, as if
he were solely entitled thereto, and, if more than one of such joint
holders be present at any meeting, or appointing any proxy, that one of
the said persons so present/appointing any proxy, whose name stands
higher on the Register of Member shall alone, be entitled to speak and
to vote, or to appoint proxy, in respect of such Shares, but the other or
others of the joint holders, shall be entitled to be present at the meeting.
In the case of appointment of Proxy, if the person whose name stands
higher on Register of Members does not appoint proxy, then the proxy
appointed by the second joint holder will be considered. Several
executors or administrators of a deceased Member in whose name the
Shares stand shall for the purpose of these Articles be deemed joint
holders thereof.
Voting in person 70 Subject to the provisions of these Articles, votes may be given either
or by proxy personally or by proxy. A body corporate being a Member may vote
either by a proxy, or by a representative duly authorised in accordance
with the provisions of the Act, and such representative shall be entitled
to exercise the same rights and powers (including the right to vote by
proxy) on behalf of the body corporate which he represents as that body
could exercise if it were an individual Member.
Appointment of 71 Every proxy (whether a Member or not) shall be appointed in writing
proxy under the hand of the appointer or be signed by an Officer or any
attorney duly authorised by it, and any committee or guardian may
appoint such proxy. The proxy so appointed shall not have any right to
speak at the meetings.
Proxy either for 72 An instrument of proxy may appoint a proxy either for the purpose of a
specified meeting particular meeting specified in the instrument and any adjournment
or for a period thereof, or it may appoint for the purpose of every meeting of the
Company, or of every meeting to be held before a date specified in the
instrument and every adjournment of any such meeting.
Proxy to vote as 73 A Member present by proxy shall be entitled to vote as allowed under
per Act the relevant provisions of the Act.
Deposit of 74 The instrument appointing a proxy, the power of attorney or other
instrument of authority (if any) under which it is signed or a notarised copy of that
appointment power or authority, shall be deposited at the Office not less than forty
eight hours before the time for holding the meeting or the adjourned
meeting at which the person named in instrument proposes to vote, and
in default the instrument or proxy shall not be treated as valid.
Form of Proxy 75 Every instrument appointing proxy shall be in such form as prescribed
in the Act.
Validity of votes 76 A vote given in accordance with the terms of an instrument of proxy
given by proxy shall be valid, notwithstanding the previous death or insanity of the
notwithstanding principal, or a revocation of the proxy or any authority under which the
death of Member proxy was executed, or transfer of Shares in respect of which the proxy
is given
Time for 77 No objection shall be made to the validity of any vote, except at any
336objections of meeting at which such vote shall be tendered and every vote whether
votes given personally or by proxy, not disallowed at such meeting shall be
deemed valid for all purposes of such meeting whatsoever.
Minutes of 78 (a) The Company shall cause minutes of all proceedings of every General
General Meeting Meeting to be kept in accordance with the provisions of the Act.
and inspection
thereof by
Members
(b) Any such minutes shall be evidence of the proceedings recorded therein.
(c) The book containing the minutes of proceedings of General Meetings
shall be kept at the Office of the Company and can be inspected as per
the provisions of the Act.
REGISTERS AND RECORDS
Registers and 79 In compliance with the provisions of the Act, the Company shall keep
Records and maintain all statutory registers/records at its Office or at such places
as approved by the board.
Inspection 80 (a) The records and registers shall be allowed for inspection by any
Member or any other persons, only if and to the extent permitted under
the Act
(b) The inspection of registers/records will be subject to such amount of
inspection fee as may be prescribed by the Board wherever the Act
provides for such inspection fee.
(c) (i) Wherever the Act provides that the time and manner of inspection of
registers/ records shall be subject to conditions as may be specified by
the Company, such conditions may be prescribed by the Board.
(c) (ii) In all other cases, the registers/records can be inspected as per the
provisions of the Act.
Extracts and 81 (a) (i) Any person permitted by the Act may take extract of registers and
Copies records during inspection, to the extent so permitted and subject to the
terms and conditions as specified under the Act or by the Board,
wherever the Act permits the Company to specify such terms and
conditions, and subject to such fees as may be prescribed by the Board,
wherever such fees can be specified by the Company under the Act.
(a) (ii) Extracts may also be requested by any person permitted by the Act of
such registers and records, wherever it is permitted, to the extent so
permitted, and subject to the terms and conditions as specified under the
Act or by the Board, wherever the Act permits the Company to specify
such terms and conditions, and subject to such fees as may be prescribed
by the Board, wherever such fees can be specified by the Company
under the Act.
(a) (iii) Copies of such registers and records may be taken during inspection, or
requested in writing by any Member, as permitted by the Act, and to the
extent permitted by the Act, subject to such fees as may be prescribed
by the Board, wherever such fees can be specified by the Company
under the Act.
(b) On a request made in writing by any Member for an additional copy of
the annual report, the same will be provided on a payment of such fees
as may be prescribed by the Board.
Copies of 82 Copies of the Memorandum and Articles of Association of the Company
Memorandum and other documents referred to in the Act, shall be sent by the Company
etc. to every Member at his request within seven days of the request on
payment of such fees as may be prescribed by the Board.
Format of 83 Registers / records of the Company may be maintained in the formats
Registers and prescribed under the Act and rules made thereunder in physical or
Records electronic form as the Board of Directors of the Company may think fit.
DIRECTORS
Number of 84 (a) Until otherwise determined by a General Meeting of the Company and
337Directors subject to the provisions of the Act, the number of Directors (including
the Managing Director and Nominee Director but excluding Debenture
and Alternate Directors) shall not be less than three, and not more than
fifteen.
(b) The first Directors of the company shall be:
1. Kannan Ramakrishnan
2. Deepak Parasuraman
Appointment of 85 (a) Board may appoint any individual as a Director nominated by any
Nominee institution in pursuance of the provisions of any Law for the time being
Director in force, or of any agreement, or by the Central Government or State
Government by virtue of its shareholding in the Company. Such
nominee Director shall not be liable to retirement by rotation and shall
hold office so long as the conditions specified in the agreement remain
in force. Notwithstanding anything to the contrary contained in these
Articles, so long as any moneys remain owing by the Company to any
financial institution out of any loans, Debenture, assistance granted by
them to the Company, or so long as the financial institution holds or
continues to hold Debentures / Shares in the Company as a result of
underwriting, or by direct subscription or private placement, or so long
as any liability of the Company arising out of any guarantee furnished
by the financial institution on behalf of the Company remains
outstanding, the financial institution shall have a right to appoint from
time to time, any person or persons as a Director or Directors, whole-
time, or nonwhole-time, which Director or Directors is/are hereinafter
referred to as "Nominee Director(s)" on the Board of Company, and to
remove from such office any person or persons so appointed and to
appoint any person or persons in his or their place(s).
(b) The Board of Directors of the Company shall have no power to remove
from office the nominee Director(s). At the option of the financial
institution such nominee Director(s) shall not be required to hold any
share qualification in the Company.. Subject as aforesaid, the nominee
Director(s) shall be entitled to the same rights and privileges and be
subject to the same obligations as any other Director of the Company.
(c) The nominee Director(s) so appointed shall hold the said office only so
long as any moneys remain owing by the Company to the financial
institution or so long as the financial institution holds or continues to
hold Debenture/Shares in the Company as a result of underwriting, or
by direct subscription or private placement, or the liability of the
Company arising out of the guarantee is outstanding, and the nominee
Director(s) so appointed in exercise of the said power, shall ipso facto
vacate such office immediately upon the moneys owing by the
Company to the financial institution are paid off, or on the financial
institution ceasing to hold Debentures / Shares in the Company, or on
the satisfaction of the liability of the Company arising out of the
guarantee furnished by the financial institution.
(d) The nominee Director(s) appointed under this Article shall be entitled
to receive all notices of, and attend all, General Meetings, Board
Meetings, and of the Meetings of the Committee of which the nominee
director(s) is/are member(s), as also the minutes of such meetings. The
financial institution shall also be entitled to receive all such notice and
minutes.
(e) The Company shall pay to the nominee Director(s) sitting fees and
expenses to which the such Directors of the Company are entitled, but
if any other fees, commission, monies or remuneration in any form is
payable to the Directors of the Company, the fees, commission, monies
and remuneration in relation to such nominee Director(s) shall accrue to
the financial institution and the same shall accordingly be paid by the
338Company directly to the financial institution. Any expenses that may be
incurred by the financial institution or such nominee Director(s) in
connection with their appointment of directorship shall also be paid or
reimbursed by the Company to the financial institution or, as the case
may be, to such nominee Director(s).
(f) Provided that any such nominee Director(s) is an officer of the financial
institution the sitting fees, in relation to such nominee Director(s) shall
also accrue to the financial institution, and the same shall accordingly
be paid by the Company directly to the financial institution.
(g) Provided also that in the event of the nominee Directors being appointed
as whole time Directors, such nominee Directors shall exercise such
powers and duties as may be approved by the financial institution and
have such rights as are usually exercised or available to a whole time
Director in the management of the affairs of the Company. Such whole
time Director(s) shall be entitled to receive such remuneration, fees,
commission, and monies as may be approved by the financial institution
Debenture 86 If it is provided by the trust deed, securing or otherwise in connection
Directors with any issue of Debentures of the Company, that any person or
persons shall have power to nominate a Director of the Company, then
in the case of any and every such issue of Debentures, the person or
persons having such power may exercise such power from time to time,
and appoint a Director accordingly. Any Director so appointed is herein
referred to as Debenture Director. A Debenture Director may be
removed from office at any time by the person or persons in whom for
the time being, is vested with the power under which he was appointed
and another Director may be appointed in his place. A Debenture
Director shall not be liable to retire by rotation.
Appointment of 87 The Board may, subject to the provisions of the Act, appoint a person
alternate Director (not being a person holding any alternate directorship for any other
Director in the Company), to act as an Alternate Director for the
Original Director during his absence for a period of not less than three
Months from India.
Directors' power 88 Subject to the provisions of the Act, the Board shall have power, at any
to add to the time, to appoint any person to be an additional Director, but so that the
Board total number of Director shall not at any time exceed the maximum
number fixed under these Articles. Any such additional Director shall
hold office only up to the date of the immediately ensuing Annual
General Meeting.
Directors' power 89 Subject to the provisions of the Act, the Board shall have power at any
to fill casual time to appoint any other person to be a Director to fill a casual vacancy.
vacancy Any person so appointed shall hold office only up to the date to which
the Director in whose place he is appointed would have held office if it
had not been vacated by him.
Independent 90 The Company shall have such number of Independent Directors on the
Director Board, as may be required in terms of, and in compliance with the
provisions of the Act, or any other Law, as may be applicable.
Qualification 91 A Director shall not be required to hold any share qualification.
shares of
Directors
Remuneration of 92 (a) Subject to the provisions of the Act, a Managing Director or a Whole
Directors, Time Director or a Manager of the Company may be paid remuneration
Manager etc. either by way of a monthly payment, or at a specified percentage of the
net profits of the Company, or partly by one way and partly by the other.
(b) Subject to the provisions of the Act, a Director, who is neither a Whole
Time Director nor a Managing Director may be paid remuneration either
by way of Monthly, quarterly or annual payment or by way of
commission.
339(c) The fee payable to a Director for attending a meeting of a Board or a
Committee thereof, shall be fixed by the Board of Directors within the
maximum permissible amount under the Act.
Director may act 93 The continuing Directors may act notwithstanding any vacancy in the
notwithstanding Board, but if and so long as their number is reduced below the minimum
any vacancy number required for quorum thereof, the continuing Directors, may act
for the purpose of increasing the number of Directors to that number, or
of summoning a General Meeting but for no other purpose.
When office of a 94 The office of a Director shall become vacant as per the provisions of the
Director to Act.
become vacant
Disclosure of 95 A Director of the Company shall make disclosure of concern or interest,
interest as specified under the Act, at the first meeting of the Board in which he
participates as a Director, and thereafter at the first meeting of the Board
in every financial year, or whenever there is any change in the
disclosures already made, then at the first Board meeting held after such
change.
A Director, who is in any way, whether directly or indirectly concerned
or interested in a contract or arrangement, or proposed contract or
arrangement entered into or to be entered into, shall give declaration of
interest specific to a contract or arrangement in accordance with the
provisions of the Act.
Interested 96 Participation and voting by any interested Director in any meeting of
Directors Board or Committee or through circular resolutions shall be in
participation or compliance with the provisions of the Act.
voting in Board
proceedings
Retirement and 97 At every Annual General Meeting of the Company, one third of such
rotation of Directors for the time being as are liable to retire by rotation, or if their
Directors number is not three or a multiple of three, the number nearest to one
third shall retire from office.
Ascertainment of 98 Subject to the provisions of the Act, the Directors to retire by rotation
Directors retiring under the Articles at every Annual General Meeting shall be those who
by rotation and have been longest in office since their last appointment, but as between
filling of persons who became Directors on the same day, those who are to retire,
vacancies shall, in default of and subject to any agreement among themselves, be
determined by lot.
Eligibility of re- 99 Subject to the provisions of the Act and these Articles, a retiring
election Director shall be eligible for re-election
Company to fill 100 Subject to the provisions of the Act, the Company at the General
vacancy in Board Meeting at which a Director retires in the manner aforesaid may fill up
the vacated office by electing a person thereto.
Provision in 101 If the place of the retiring Director is not so filled up, and the meeting
default of has not expressly resolved not to fill the vacancy, the meeting shall stand
appointment adjourned until the same day in the next week, at the same time and
place, or if that day is a national holiday, till the next succeeding day
which is not a holiday, at the same time and place. If at the adjourned
meeting also, the place of the retiring Director is not filled up, and that
meeting also has not expressly resolved not to fill the vacancy, the
retiring Director shall be deemed to have been reappointed at the
adjourned meeting unless:
(a) at the meeting or at the previous meeting, the resolution for the
reappointment of such Director has been put to the meeting and lost; or
(b) the retiring Director has, by a notice in writing addressed to the
Company or its Board, expressed his unwillingness to be so
reappointed; or
(c) he is not qualified or disqualified for appointment; or
340(d) a resolution, whether special or ordinary, is required for the appointment
or reappointment by virtue of any provisions of the Act; or
(e) Section 162 is applicable to the case.
Mode of 102 Save as expressly provided under the Act, every Director shall be
appointment and appointed by the shareholders in a General Meeting. The Company may,
removal of subject to the provisions of the Act, remove any Director before the
Directors expiration of his period of office and appoint another person in his stead.
The person so appointed shall hold office during such time as the
Director in whose place he is appointed would have held the same if he
had not been removed.
Notice of 103 Subject to the provisions of the Act, any person, not being a Director
candidate for liable to retire by rotation, can be proposed for appointment as Director
office of Director by himself or by any Member, and such candidate shall give his consent
except in certain to act as Director. Every person (other than a Director retiring by
cases rotation or otherwise, or a person who has left at the office of the
Company a notice as required under the relevant provisions of the Act
signifying his candidature for the office of a Director) proposed as a
candidate for the office of a Director, shall sign and file with the
Company, the consent in writing to act as a Director, if appointed.
General 104 Wherever in the Act it has been provided that the Company shall have
Authority any right, privilege or authority, or that the Company could carry out
any transaction only if the Company is so authorised by its Articles, then
and in that case, this regulation hereby authorises and empowers the
Company to have such right, privilege or authority and to carry out such
transactions as have been permitted by the Act without there being any
specific Article in that behalf herein provided.
Signing of 105 All cheques, promissory notes, drafts, hundis, bills of exchange and
Documents other negotiable instruments shall be signed, drawn, accepted, endorsed,
or otherwise executed, as the case may be, by such person and in such
manner as the Board shall from time to time by resolution determine.
MANAGING DIRECTOR/ WHOLE-TIME DIRECTOR/ MANAGER
Managing 106 Subject to the applicable provisions of the Act:
Director/ Whole-
Time Director/
Manager
(a) the Board may from time to time appoint one of their body to the office
of Managing Director or Whole-Time Director. The Board may also
appoint a Manager, who need not be a Director. In the event of any
vacancy arising in the office of the Managing Director or Whole-Time
Director, the vacancy shall be filled by the Board and the Managing
Director or Whole-Time Director so appointed shall hold the office for
such period as determined by the Board of Directors.
(b) The person appointed as Managing Director shall not be liable for
retirement by rotation.
(c) A Managing Director or Whole Time Director or Manager shall receive
such remuneration (whether by way of salary, commission or
participation in profits, or partly in one way and partly in another) as the
Company in General Meeting may from time to time determine.
(d) The Managing Director shall be entitled to exercise all such powers,
other than those powers which are exercisable only by the Board or
Shareholders under the Act, subject to the superintendence and control
of the Board. Such powers may also be conferred on the Whole Time
Director or Manager by the Board from time to time. Further, the
Managing Director or Whole-Time Director or Manager, as the case
may be, may exercise all such powers that may be delegated by the
Board, subject to such terms and conditions as may be specified by the
Board.
341(e) The re-appointment of a Whole-Time Director consequent to
determination of their office by retirement by rotation shall not affect
their current tenure of appointment and will not be treated as break in
their respective office.
The Company shall not appoint or employ at the same time the
following categories of the managerial personnel, namely:
a) Managing Director; and
b) Manager.
Certain persons 107 Subject to the provisions of the Act, the Company shall not appoint, or
not to be continue the employment of any person as Managing Director, Whole-
appointed Time Director or Manager who:
Managing
Director/ Whole-
time Director/
Manager
(a) is an undischarged insolvent, or has at any time been adjudged an
insolvent;
(b) suspends, or has at any time suspended payment to his creditors, or
makes, or has at any time made, a composition with them; or
(c) is, or has at any time been convicted by a court of an offence involving
moral turpitude;
(d) is below the age of twenty-one years, or has attained the age of seventy
years.
Provided that appointment of a person who has attained the age of
seventy years may be made by passing a Special Resolution, in which
case the explanatory statement annexed to the notice for such motion
shall indicate the justification for appointing such person.
PROCEEDINGS OF THE BOARD OF DIRECTORS
Meetings of 108 The Directors may meet together as a Board for the despatch of business
Directors from time to time, and at least four such meetings shall be held in every
year in such manner that not more than one hundred and twenty days
shall intervene between two consecutive meetings of the Board. The
Directors may adjourn and otherwise regulate their meetings as they
think fit.
Notice of 109 Notice of the Board meeting shall be sent at least seven (7) days in
Meeting advance of the date of board meeting. Agenda and the notes on agenda
shall be sent as per the provisions of the Act.
Quorum 110 Quorum for the meeting of the Board of Directors and committee shall
be as per the provisions of the Act, and regulations prescribed by SEBI
from time to time.
The participation of the Directors by video conferencing or by other
audio-visual means shall also be counted for the purpose of quorum.
Adjournment of 111 If a meeting of the Board is not held for want of quorum, then the
meeting for want meeting shall automatically stand adjourned to such other date and time,
of quorum (if any) as may be fixed by the Board. The adjourned meeting cannot be
held on a national holiday.
When meeting to 112 A Director may, at any time, and/or the Secretary shall, as and when
be convened directed by the Directors to do so, convene a meeting of the Board by
giving notice in writing to every Director at his address registered with
the Company. Such notice can be sent by hand delivery or by post or by
electronic means.
Chairman of the 113 The Chairman of the Board shall be entitled to occupy the chair at every
Board meeting of the Board. If no Chairman is appointed in pursuance of this
Article, or if at any meeting of the Board, he shall not be present within
30 (thirty) minutes of the time appointed for holding such a meeting or
if he shall be unable or unwilling to take the chair, then the Managing
Director shall be entitled to take the chair and, failing him the Directors
342present may choose one amongst themselves to be the Chairman of the
meeting.
Questions at 114 Questions arising at any meeting of the Board shall be decided by a
Board Meetings, majority of votes, and in the case of an equality of votes, the Chairman
how decided shall have a second or casting vote.
Powers of Board 115 A meeting of the Board for the time being at which a quorum is present
Meeting shall be competent to exercise all or any of the authorities, powers and
discretions, which by or under the Act, or the Articles of the Company,
are for the time being vested in, or exercisable by the Board generally.
Directors may 116 Subject to the restrictions contained in Section 179 of the Act, the Board
appoint may delegate any of their powers to Committees of the Board consisting
Committees of such member or members of its body as it thinks fit, and it may from
time to time, revoke, modify, or alter the powers, or composition of the
Committees, but every Committee shall in the exercise of the power so
delegated, confirm to any regulations that may from time to time be
imposed on it by the Board. All acts done by any such Committee of the
Board, in conformity with such regulations and in fulfilment of the
purposes of their appointment, but not otherwise, shall have like force
and effect as if done by the Board.
Meeting of 117 The Meetings and proceedings of any Committees of the Board shall be
Committee, how governed by the provisions of the Act, regulation prescribed by SEBI,
to be governed applicable clauses contained in these Articles and any other terms
prescribed by the Board.
Resolution by 118 No resolution shall be deemed to have been duly passed by the Board
circulation or by a Committee thereof by circulation, unless the resolution has been
circulated in draft, together with the necessary papers, if any, to all the
Directors, or to all the members of the Committee, at their addresses
registered with the Company in India by hand delivery, or by post, or
by courier, or through electronic means, and has been approved by a
majority of the Directors or members, who are entitled to vote on the
resolution.
Minutes of 119 (a) The Company shall cause minutes of all proceedings of every meeting
Proceedings of of the Board and Committees thereof to be kept in accordance with the
the meetings of Act.
the Board
(b) Minutes of the meeting kept in accordance with the aforesaid provisions
shall be evidence of the proceedings recorded therein.
Powers of 120 The Board shall exercise generally all powers, other than those which
Directors may be exercised only by the Company in the General Meeting, to carry
on and manage the business of the Company. The Board may also
delegate any of its powers for the time being vested in the Board, to any
Director(s), Officers, employee(s), or other person(s), other than those
specifically prohibited by the Act, and any such delegation may be made
on such terms, and subject to such conditions as the Board may think
fit, and the Board may annul any such delegation at any time
THE SEAL
The Seal, Its 121 (a) The Board may provide a Seal for the purposes of the Company, and
custody and use shall have power from time to time to destroy the same, and substitute
a new Seal in lieu thereof, and the Board shall provide for the safe
custody of the Seal for the time being, and the Seal shall never be used
except by the authority of the Board or a Committee of the Board
previously given.
(b) The Company shall also be at liberty to have an official Seal in
accordance with the relevant provisions of the Act, for use in any
territory, district or place outside India.
Deeds & 122 (a) Every deed shall be executed on behalf of the Company by its duly
Documents how constituted attorney(s) by way of a general or specific authorisation
343executed under a resolution of the Board, which shall be authenticated by two
Directors or by a Director and Company Secretary.
(b) Where the Board provides for a Seal, any deed that requires affixation
of the Seal, shall be executed by any person(s) authorised under the Seal
as Company’s attorney(s), either generally or in respect of any specific
matters. Any deed signed by such duly constituted attorney(s) under his
seal shall be deemed to have been signed under the Seal of the
Company. The Seal shall not be affixed on any instrument authorising
such person(s) to be Company’s duly constituted attorney(s), except
under the authority of a resolution of the Board and such instrument of
authorisation shall be signed in the presence of two Directors, or a
Director and the Company Secretary.
(c) All other documents, contracts etc. shall be executed as per the
provisions of the Act.
DIVIDENDS
Division of 123 The profits of the Company, subject to any special rights relating
profits thereto, created or authorised to be created by these Articles, and subject
to the provisions of these Articles, shall be divisible among the
Members in proportion to the amount of Capital Paid-up or credited as
Paid-up on the Shares held by them respectively.
The Company in 124 Subject to the provisions of the Act, the Company may, in General
General Meeting Meeting, declare dividend out of the profits for the year, and/or previous
may declare a years, and/or out of free reserves in case of inadequacy of profits.
dividend
Interim dividend 125 The Board may from time to time, pay the Members such interim
dividend as in their judgement the position of Company justifies.
Capital Paid Up 126 Where capital is paid in advance of calls, such capital may carry interest,
In advance at but shall not in respect thereof confer a right to dividend or to participate
Interest not to in profits.
earn dividend
Dividends in 127 All dividends shall be apportioned and paid proportionately to the
proportion to amounts paid or credited as paid on the Shares, during any portion or
amount Paid-up portions of the period in respect of which the dividend is paid; but if any
Share is issued on terms providing that it shall rank for dividend as from
a particular date, it shall rank for dividend accordingly.
Retention of 128 Subject to the provisions of the Act, the Board shall have the power to
dividends retain the dividends under the circumstances mentioned in the Act.
Right to rights 129 Where any instrument of transfer of Shares has been delivered to the
shares and bonus Company for registration, and the transfer of such Shares has not been
shares to be held registered by the Company, it shall—
in abeyance
pending
registration of
transfer of shares
(a) transfer the dividend in relation to such Shares to the unpaid dividend
account as referred to in the Act, unless the Company is authorised by
the registered holder of such Shares in writing to pay such dividend to
the transferee specified in such instrument of transfer; and
(b) keep in abeyance in relation to such Shares, any offer of rights Shares
under the relevant provisions of the Act, and any issue of fully paid-up
bonus shares.
Dividend how 130 Dividend shall be remitted in accordance with the provisions of Act/
remitted Regulations made by SEBI.
Unclaimed 131 Dividends unclaimed will be dealt within the provisions of the Act as
dividend may be applicable from time to time.
131a There shall be no forfeiture of unclaimed dividends before the claim
becomes barred by law.
344No Interest on 132 Subject to the provisions of the Act, no unpaid dividend shall bear
dividend interest as against the Company.
Dividend and call 133 Any General Meeting declaring a dividend may, on the recommendation
together of the Directors, make a call on the Members, of such amount as the
meeting fixes, but so that the call on each Member shall not exceed the
dividend payable to him, and so that the call be made payable at the
same time as the dividend; and the dividend may, if so arranged between
the Company and the Members, be set off against the calls.
CAPITALISATION
Capitalisation 134 (a) The Company in General Meeting may upon the recommendation of the
Board, resolve:
(a)(i) that it is desirable to capitalise any part of the amount for the time being
standing to the credit of any of the Company’s reserve accounts, or to
the credit of the profit and loss account, or otherwise available for
distribution; and
(a)(ii) that such sum be accordingly set free for distribution in the manner
specified in this Articles amongst the Members who would have been
entitled thereto, if distributed by way of dividend and in the same
proportion.
(b) The sum aforesaid shall not be paid in cash but shall be applied, subject
to the provision contained in the Articles, either in or towards—
(b)(i) paying up any amounts for the time being unpaid on any Shares held by
such Members respectively;
(b)(ii) paying up in full, unissued Shares of the Company to be allotted and
distributed, credited as fully paid-up, to and amongst such Members in
the proportions aforesaid;
(b)(iii) partly in the way specified in sub-clause (i) and partly in that specified
in sub-clause (ii);
Securities premium account and Capital Redemption Reserve account
may, for the purposes of this regulation, be applied in the paying up of
unissued Shares to be issued to Members of the Company as fully paid
bonus shares;
(c) A General Meeting may resolve that any surplus moneys arising from
the realisation of any capital assets of the Company, or any investment
representing the same, or any other undistributed profits of the
Company, not subject to charge for income-tax, to be distributed among
the Members on the footing that they receive the same as Capital.
(d) Whenever such a resolution as aforesaid shall have been passed, the
Board shall—
(d)(i) make all appropriations and applications of the undivided profits
resolved to be capitalised thereby, and all allotments and issues of fully
paid Shares if any; and
(d)(ii) generally, do all acts and things required to give effect thereto.
(e) The Board shall have power—
(e)(i) to make such provisions, by the issue of fractional certificates or by
payment in cash or otherwise as it thinks fit, for the case of Shares
becoming distributable in fractions; and
(e)(ii) to authorise any person to enter, on behalf of all the Members entitled
thereto, into an agreement with the Company providing for the
allotment to them respectively, credited as fully Paid-up, of any further
Shares to which they may be entitled upon such capitalisation, or as the
case may require, for the payment by the Company on their behalf, by
the application thereto of their respective proportions of profits resolved
to be capitalised, of the amount or any part of the amounts remaining
unpaid on their existing Shares;
(f) Any agreement made under such authority shall be effective and binding
on such Members.
345ACCOUNTS
Directors to keep 135 (a) Subject to the provisions of the Act, the books of accounts of the
true accounts Company shall be maintained at the Office of the Company, or at such
other place as the Board may determine.
(b) The books of account shall give a true and fair view of the state of the
affairs of the Company, or branch office, as the case may be, and explain
its transactions. The books of accounts, and other books and papers shall
be open to inspection by any Directors during business hours.
As to inspection 136 The books of accounts of the Company may be inspected by a Director
of books of in person as per the provisions of the Act.
Accounts
DOCUMENTS AND NOTICES
Service of 137 (a) Save as otherwise provided, service of documents will be made in
documents or compliance with the provisions of the Act. The documents can also be
notices to served by way of a Uniform Resource Locator (URL) in the e-mail and
Members document posted in the said URL.
(b) Where a Member desires to receive documents through a particular
mode as permitted under the Act, he shall give a prior intimation to the
Company regarding the same. The Company may serve such document
in such mode subject to such sum as may be fixed by the Board to defray
the expenses of doing so and such sum to be paid upfront before
effecting such mode of service.
Advertisement 138 A document or notice advertised in a newspaper circulating in the
district of the Office shall be deemed to be duly served or sent on the
day on which the advertisement appears on, or to every Member who
has no registered address in India and has not supplied to the Company
an address within India, or an e-mail address for the serving of
documents for sending of notices to him.
On Joint holders 139 A document or notice, may be served or given by the Company, on or
to the joint holders of a Share, by serving or giving the document or
notice, on or to the joint holders named first in the Register of Members,
in respect of the Shares.
To whom 140 Documents or notices of every General Meeting shall be served or given
documents or in the same manner herein before authorised, on or to, (a) every
notices to be Member, (b) every person entitled to a Share in consequence of the
served or given death or lunacy or insolvency of a Member, and (c) the Auditor or
auditors for the time being of the Company, and such other persons as
entitled to receive the same as per the provisions of the Act.
Members bound 141 Every person who, by operation of Law, transfer or other means
by documents whatsoever, shall become entitled to any Share, shall be bound by every
given, to be document or notice in respect of such Share, which previously to his
served on or name and address being entered on the Register of Members, shall have
given to previous been duly served on or given to the person from whom he derives his
holders title to such Shares.
Document or 142 Any document or notice to be served, or given by the Company, may be
notice by signed by a Director or some person duly authorised by the Board for
Company and such purpose, and the signature thereto may be written, printed or
signature thereto lithographed or electronically including digital signature..
Service of 143 A document may be served on a Company or an Officer thereof, by
documents or sending it to the Company, or the Officer at the Office of the Company,
notices by by registered post, by speed post, by courier service, or by leaving it at
Members its registered Office (by hand delivery), or by means of such electronic
or other mode as may be prescribed under the Act.
WINDING UP
Liquidator may 144 Subject to the provisions of the Act and rules made thereunder—
divide assets in
specie
346(a) If the Company shall be wound up, the liquidator may, with the sanction
of a Special Resolution of the Company and any other sanction required
by the Act, divide amongst the Members, in specie or kind, the whole
or any part of the assets of the Company, whether they shall consist of
property of the same kind or not.
(b) For the purpose aforesaid, the liquidator may set such value as he deems
fair upon any property to be divided as aforesaid and may determine
how such division shall be carried out as between the Members, or
different classes of Members.
(c) The liquidator may, with the like sanction, vest the whole or any part of
such assets in trustees upon such trusts for the benefit of the
contributories if he considers necessary, but so that no Member shall be
compelled to accept any Shares or other securities whereon there is any
liability.
INDEMNITY AND RESPONSIBILITY
Directors' and 145 The Company shall Indemnify every Officer out of the assets of the
others' right of Company against any liability incurred by him in any proceedings,
indemnity whether civil or criminal, in connection with the discharge of his duties
as an Officer, except if such liability is caused due to his negligence or
wilful contravention of any provisions of the Act.
The Company may take and maintain any insurance as the Board may
think fit on behalf of the aforesaid persons for indemnifying against any
liability for their acts in relation to the Company for which they may be
liable, subject to such terms and conditions as the Board may specify.
SECRECY CLAUSE
Secrecy clause 146 Every Officer, auditor, trustee, agent, or other persons employed, or
engaged for the business of the Company, shall, if so required, by the
Directors, before entering upon duties, sign a declaration pledging
himself to observe strict secrecy respecting all transactions and affairs
of the Company, and shall by such declaration pledge himself not to
reveal any of the matters which may come to his knowledge in the
discharge of his duties, except when required to do so by the Directors,
or by Law, or by the person to whom such matters relate, except so far
as may be necessary in order to comply with any of the provisions in
these presents contained.
147 No Member shall be entitled to visit any works of the Company without
permission of the Directors, or to require discovery of, or any
information respecting details of the Company's trading, or any matter
which is, or may be in the nature of a trade secret, mystery of trade,
secret process, or any other matter which may relate to the conduct of
the business of the Company, and which in the opinion of the Directors,
it would be in expedient in the interests of the Company to disclose.
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347SECTION XII - OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The copies of the following contracts which have been entered or are to be entered into by our Company (not
being contracts entered into in the ordinary course of business carried on by our Company or contracts entered
into more than two years before the date of this Prospectus) which are or may be deemed material have been
attached to the copy of the Red Herring Prospectus and this Prospectus, as applicable, which have been delivered
to the RoC for filing. Copies of the abovementioned contracts and also the documents for inspection referred to
hereunder, may be inspected at the Registered Office between 10 a.m. and 5 p.m. on all Working Days from date
of this Prospectus until the Issue Closing Date and the material contracts and material documents have also been
made available for inspection on the website of the Company i.e., www.sbsaviation.in. Any of the contracts or
documents mentioned in this Prospectus may be amended or modified at any time, if so required, in the interest
of our Company or if required by the other parties, without reference to the Shareholders, subject to compliance
of the provisions contained in the Companies Act and other applicable law.
I. Material Contracts for the Issue
(i) Issue Agreement dated April 19, 2025 between our Company and the Book Running Lead
Manager.
(ii) Registrar Agreement dated January 17, 2025 between our Company and the Registrar to the
Issue.
(iii) Banker to the Issue Agreement dated July 18, 2025 amongst our Company, the Book Running
Lead Manager, the Registrar to the Issue and Banker to the Issue.
(iv) Market Making Agreement dated July 24, 2025 amongst our Company, the Book Running Lead
Manager and Market Maker.
(v) Underwriting Agreement dated April 19, 2025 amongst our Company, the Book Running Lead
Manager and the Underwriter.
(vi) Syndicate Agreement dated July 23, 2025 executed amongst our Company, Book Running Lead
Manager and Syndicate Member.
(vii) Tripartite agreement dated April 22, 2024, amongst our Company, NSDL and the Registrar to
the Issue.
(viii) Tripartite agreement dated April 18, 2024, amongst our Company, CDSL and the Registrar to
the Issue.
(ix) Monitoring Agreement dated July 23, 2025 between our Company, and CARE Ratings Limited.
II. Material Documents
(i) Certified copies of the updated Memorandum of Association and Articles of Association of our
Company, as amended from time to time.
(ii) Copies of annual reports of our Company for the last three Fiscals, i.e., Fiscals 2025, 2024 and
2023.
(iii) Certificate of Incorporation dated August 07, 2020 issued to our Company, under the name
“FlySBS Aviation Private Limited”.
(iv) Fresh certificate of incorporation dated October 29, 2024 issued by the Registrar of the
Companies, Office of the Central Processing Centre to our Company, pursuant to conversion of
our Company from private company to public company.
348(v) Resolution of the Board dated February 08, 2025 authorising the Issue and other related matters.
(vi) Shareholders’ resolution dated March 05, 2025, authorising the Issue and other related matters.
(vii) Resolution of the Board dated April 19, 2025 approving the Draft Red Herring Prospectus.
(viii) Statement of Tax Benefits dated July 24, 2025 issued by the Statutory Auditor i.e., A. John
Moris & Co., Chartered Accountants.
(ix) The Restated Financial Statements as at and for the financial years ended March 31, 2025,
March 31, 2024 and March 31, 2023 along with examination report of the Statutory Auditor
dated July 22, 2025 on such Restated Financial Statements.
(x) Written consent dated July 24, 2025, from our Statutory Auditor, namely, A. John Moris & Co.,
Chartered Accountants to include their names as required under section 26(1) of the Companies
Act, 2013 read with the SEBI ICDR Regulations, in this Prospectus, and as an “expert” as
defined under section 2(38) of the Companies Act, 2013 in in respect of their (a) examination
report dated July 22, 2025 on the Restated Financial Statements; (b) report dated July 24, 2025
on the statement of special tax benefits; and (c) the certificates issued by them in relation to this
Issue, and such consent has not been withdrawn as on the date of this Prospectus.
(xi) Search report dated July 24, 2025 along with written consent dated July 24, 2025, from the
Practicing Company Secretary, namely, T. Saraswathi, having the membership number F8000,
to include their name as required under Section 26(5) of the Companies Act, 2013 read with
SEBI ICDR Regulations in this Prospectus and as an “expert” as defined under Section 2(38)
of Companies Act, 2013, in respect of reports issued by them in their capacity as the independent
practicing company secretary to our Company, and such consent has not been withdrawn as on
the date of this Prospectus.
(xii) Consent of the Promoters, Directors, the Book Running Lead Manager, Legal Counsel to the
Issue, Registrar to the Issue, Banker to the Issue, Banker to the Company, Company Secretary
and Compliance Officer, Chief Financial Officer, Statutory Auditor and Peer Review Auditor,
Underwriter to the Issue, Syndicate Member to the Issue, Market Maker to the Issue and
Monitoring Agency to the Issue to act in their respective capacities.
(xiii) Consent letter dated November 26, 2024 from CARE Analytics and Advisory Private Limited,
for industry report on ‘Research Report on Private Jet Industry.’
(xiv) The report titled ‘Research Report on Private Jet Industry’ dated November 26, 2024 prepared
and issued by CARE Analytics and Advisory Private Limited, commissioned by and paid for
by our Company pursuant to engagement letter with CARE Analytics and Advisory Private
Limited dated September 05, 2024, exclusively for the purposes of the Issue.
(xv) Due Diligence Certificate dated April 19, 2025 addressed to National Stock Exchange of India
Limited from the Book Running Lead Manager.
(xvi) Certificate dated July 24, 2025 issued by A. John Moris & Co., Chartered Accountants,
certifying the KPIs of the Company.
(xvii) Resolution dated July 24, 2025 passed by the Audit Committee approving the KPIs for
disclosure.
(xviii) The physical site visit report by the Book Running Lead Manager dated December 06, 2024
(xix) In principle listing approval dated July 11, 2025 issued by National Stock Exchange of India
Limited.
349(xx) Resolution of the Board dated July 24, 2025, approving the Red Herring Prospectus.
(xxi) Due Diligence Certificate dated July 24, 2025, addressed to National Stock Exchange of India
Limited from the Book Running Lead Manager.
(xxii) Due Diligence Certificate dated August 05, 2025, addressed to National Stock Exchange of
India Limited from the Book Running Lead Manager.
(xxiii) Addendum dated July 09, 2025 to the Draft Red Herring Prospectus dated April 19, 2025
(xxiv) Resolution of the Board dated August 05, 2025, approving this Prospectus.
Any of the contracts or documents mentioned in this Prospectus may be amended or modified at any time if so
required in the interest of our Company or if required by the other parties, without notice to the Shareholders
subject to compliance of the provisions contained in the Companies Act and other relevant statutes.
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350DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the guidelines/regulations issued by
the Government of India or the guidelines/regulations issued by the Securities and Exchange Board of India,
established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have
been complied with and no statement made in this Prospectus is contrary to the provisions of the Companies Act,
2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulations issued
there under, as the case may be. I further certify that all statements are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Sd/-
Capt. Deepak Parasuraman
Managing Director
Place: Chennai
Date: August 05, 2025
351DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the guidelines/regulations issued by
the Government of India or the guidelines/regulations issued by the Securities and Exchange Board of India,
established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have
been complied with and no statement made in this Prospectus is contrary to the provisions of the Companies Act,
2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulations issued
there under, as the case may be. I further certify that all statements are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Sd/-
Ambashankar
Whole Time Director and Chief Executive Officer
Place: Chennai
Date: August 05, 2025
352DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the guidelines/regulations issued by
the Government of India or the guidelines/regulations issued by the Securities and Exchange Board of India,
established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have
been complied with and no statement made in this Prospectus is contrary to the provisions of the Companies Act,
2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulations issued
there under, as the case may be. I further certify that all statements are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Sd/-
Kannan Ramakrishnan
Non-Executive Director
Place: Chennai
Date: August 05, 2025
353DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the guidelines/regulations issued by
the Government of India or the guidelines/regulations issued by the Securities and Exchange Board of India,
established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have
been complied with and no statement made in this Prospectus is contrary to the provisions of the Companies Act,
2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulations issued
there under, as the case may be. I further certify that all statements are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Sd/-
Divya M
Independent Director
Place: Chennai
Date: August 05, 2025
354DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the guidelines/regulations issued by
the Government of India or the guidelines/regulations issued by the Securities and Exchange Board of India,
established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have
been complied with and no statement made in this Prospectus is contrary to the provisions of the Companies Act,
2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulations issued
there under, as the case may be. I further certify that all statements are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Sd/-
K Raghuram
Independent Director
Place: Chennai
Date: August 05, 2025
355DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the guidelines/regulations issued by
the Government of India or the guidelines/regulations issued by the Securities and Exchange Board of India,
established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have
been complied with and no statement made in this Prospectus is contrary to the provisions of the Companies Act,
2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulations issued
there under, as the case may be. I further certify that all statements are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Sd/-
Vaidhyanathan R
Independent Director
Place: Chennai
Date: August 05, 2025
356DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the guidelines/regulations issued by
the Government of India or the guidelines/regulations issued by the Securities and Exchange Board of India,
established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have
been complied with and no statement made in this Prospectus is contrary to the provisions of the Companies Act,
2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulations issued
there under, as the case may be. I further certify that all statements are true and correct.
SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY
Sd/-
Sanjay S
Chief Financial Officer
Place: Chennai
Date: August 05, 2025
357